Evil Will Always Find You
by bowow0708
Summary: Ben and Gwen are 13 and on their 3rd summer trip, but this time they're going to the Philippines! They're excited but they will find that being away from your enemies doesn't mean you lose them or stop you from making new ones. This is a BWEN and BenxOC
1. Prologue

I do not own Ben 10

Prologue.

All was silent in Bellwood that night, it was the last day of school for our two favorite cousins. Gwen was in her bed dreaming of the wonderful adventures she had with Ben 3 years ago in that summer with their grandpa.

Her room was very clean and organized, if you were to look around you would think that her family had their own house maid. But no, she did it all herself, her large collection of books from fiction, academia, to magic were all organized in neatly in their shelves. Not one thing was out of place.

She was tired from her long day, with the ending of school, meeting with her friends at karate practice, and with packing her belongings for her third trip with her grandpa and cousin

She stirred in her sleep, mumbling something incoherent then she said

"Ben. . . stop it." then she was still but with a smile on her face.

In another part of town Ben was not asleep, he was still up packing his things for his trip with his grandpa and Gwen. He was so excited for his trip that he completely forgot to pack after school. so he was rushing about trying not to wake up his parents on such a late hour. By the time he was done his clock said it was 1:00 am.

"Aww man." then he slumped on his bed and fell asleep.

This year their grandpa wanted something different, since they had already gone on 3 trips around america they had pretty much seen everything so in the middle of the summer he had called Ben and Gwen's parents to convince them to let them go on a overseas trip around Asia.

At first they said they would think about it but eventually they gave in thinking that Ben and Gwen were mature enough to go around in a different continent with their grandpa. That and Gwen's parents wanted Gwen to improve her cantonese while she was abroad.

Although that was not the only reason that grandpa Max wanted for his grandkids to tour around Asia since they seemed to avoid his cooking he decided to bring them to Asia to "broaden" their tastes.

He was able to get the trip pretty much free with the help of some of his old Plumber friends who ended up in the airline business. His plan was to surprise them on the day before the last day of school. When he talked to them over the phone to tell them the news Gwen was ecstatic as she always was to learn about different cultures.

But on the other side of the world in the hot and humid streets of the slums in the Philippines a figure was walking down a shadowy alley. No one was asleep, why would they? It was practically the middle of the day over there.

The figure was not very tall, but was average in that part of the world. He was wearing a cap and in the blistering sun no one could see his face.

He seemed to walk with authority, you know how when a guy come into a room and it seems like he owns the place but not in a cocky way, or the way Clint Eastwood went into a saloon full of deadbeats and everyone gets out of his way? Yeah its like that. But even with the way he walked no one paid him any attention, why should they they had better things to do, besides no one really knows who he is.

As he slipped out of the alley and out of the slums and into the richer part of the city he walked until he reached a warehouse and brought out a large metal object that looked like and old plumbers badge. He placed it on the floor of the warehouse and suddenly lines were becoming visible on the floor and a small set of stairs led underground, he picked up the badge and went down the stairs. When he was out of sight the floor closed up again and there was no trace of the man or the passage.

AN: so what do you guys think? this is my very first fanfic and i am really new to this and also to give you a bit of a laugh, i was supposed to make a paper for my school instead I'm doing this. Normally I am a reader and a reviewer but this is my try on making a story. i hope you guys like it if i get decent reviews then i'll post the next chapter


	2. Leaving

I do not own Ben 10

Chapter 1: Leaving

Gwen woke up early that day, just before her parents came to wake her. The clock next to her bed alarmed at 4:00 am. Still groggy from the less than regular amount of sleep she began to get ready for her trip to the airport.

As she got out of bed her parents came into her room to see if she was up already. As they guessed she was up, not bright eyed and bushy tailed but at least she was up.

When her parents left her room to let her prepare and wait for Max to come and pick her up. Gwen took a really hot shower to get the groggy sleepiness out of her and by the time she was done she was wide awake and ready to go.

When she was just heading downstairs to have a bit of breakfast before her grandpa cam the doorbell rang and sure enough it was her grandpa Max. Her grandpa was around his sixties with some muscles which told you that he had either worked out a lot when h was younger or that he had a really labor intense job. He wore his usual hawaiian shirt and pants which was obviously out of style over 20 years ago.

"Hey kiddo, ready to go?"

"Yeah just let me get some breakfast."

"Well better get your stuff out flight's at 8, besides you can have some breakfast on the plane."

Grandpa came into the house he greeted gwen first and for a couple of minutes before leaving, he spoke with Gwen's parents.

"Hey dad."

"Frank, how've you been?"

"Great, is Ben with you?"

"No im picking Gwen up first so she can help me get him in the Rust Bucket."

Gwen got down the stairs with her luggage, she was very meticulous when she was packing her clothes and things. Being the smart girl she was she had one trolley bag and one carryon backpack. Apart from her clothes she also packed her spell book that she 'acquired' from Charmcaster.

By the time she got to the door grandpa Max and her parents were done talking.

"Hey grandpa is ben in the RV?"

"Nope, were still gonna pick him up and i could use you help."

"Let me guess you think he's still asleep."

"No, not really but if it comes to that I think you may be able to persuade him to get into the ol' Rust Bucket." He gave with a wink.

"So are we ready to go?"

"Yeah i guess so."

"Bye Mom bye Dad!" She said as she and her grandpa got into the rust bucket and drove off.

In another part of Bellwood Ben was still asleep. His parents had tried to wake him up but with no avail. So they had just let him sleep and let grandpa Max bring him into the old RV

In Ben's room his clock read 4:15 am. and had alarmed for 15 minutes, but he didn't even stir. All he needed was a little nudge and he'd be wide awake.

Ding Dong! And Ben fell out of his bed, groggy from lack of sleep he just laid there on the floor and fell asleep. He didn't need to get changed since he had changed before he went to bed so that he could sleep in the RV.

As Gwen and grandpa Max were greeted by Ben's Mom she told then that he was still asleep and they didn't know what he did last night to get him so tired. She told them that the only time that he was this tired was after his big football (soccer for US) championship game that they had won and celebrated until 10pm.

Gwen told grandpa Max that she would go and get Ben while he was talking to Sandra and he agreed with a chuckle.

As Gwen entered Ben's room she saw him laying on the floor looking so peaceful. She had never seen him like that in a long time ever since that day that he had found the Omnitirx that was strapped to his wrist.

In the long three years that they had been going to summers with their grandpa Ben had changed quite a bit from when he was 10. He was now taller than her but only by a couple of inches or so, his hair had gotten long but not shaggy or like a girl's, it was somehow neat in it's own chaotic way the same way that you see the ocean in storm. He was leaner than most young teens his age but not skinny by any measure, it seems like 3 years of wielding the Omnitrix had given him the exercise that most people would do in their later teens or maybe they were athletes since they were very young, whatever the case he had a bit more muscle than most other young teens.

He was wearing his classic white shirt with its black stripe down the middle and dark green cargo pants, but since he was older and had grown quite a bit it his shirt little tight on him but he didn't seem to mind but it outlined his lean muscled physique which held Gwen in a transfixed state of longing to hold him close.

But before she could wake him up she heard grandpa Max yell.

"Gwen! Did you wake Ben up yet?"

He jerked awake, seeing gwen he blushed slightly and and found himself on the floor, and said

"Uhh, hi Gwen."

"Morning doofus" She replied playfully.

As Ben rubbed his eyes and came to his senses after waking up he still couldn't see properly he was so tired, he didn't notice how Gwen had called him a doofus differently but he was too tired to even care.

He got up and got his large duffel bag and backpack. He seemed to have packed pretty much the same as Gwen albeit his clothes weren't packed neatly in sets and extra clothes. Before he went downstairs he went to the bathroom to relieve himself and to splash hi face with cold water to help him stay up on the trip.

They both came down to find grandpa Max still speaking with Ben's mom on the doorstep since they had to hurry to the airport, when grandpa Max saw Ben he said

"Ben! Its good to see you, why do you look so tired?"

"Stayed up lated packing my stuff."

As they walked to the RV they said bye to Ben's mom and dad before driving off to the airport.

Ben and Gwen were more excited than they were on their first summer trip with their grandpa when they were 10. Gwen more so, while while ben just dropped his luggage and went straight to his bunk of the bed and slept before he even hit the bed.

They were off to a new place seemingly free of their foes in the USA but they were wrong.

AN: So how is it this time? took me less than a day to write, so how was it? I also want to apologize to those who read my last chapter and thanks to Blakdawn for correcting me on saying Epilogue not Prologue. Please leave a review and how do you like or hate it and how can i improve my writing style and spelling or grammar


	3. Departure

Disclaimer: I don not own Ben 10

Chapter 2: Departure

And off they went to the airport grandpa Max was driving and humming to himself to some song that was so old that gwen couldn't place her finger on it.

She was working on her laptop and after 3 years of having to try her best left her to be completely free to do whatever she wanted to do on the trip without having to study or anything school related which somehow set her mind at ease.

When she looked up to the driver's seat where grandpa Max was seated she saw that they were already at the airport.

"Gwen could you go wake up Ben were here."

"Sure grandpa."

She walked to the back of the RV and nudged Ben telling him to wake up. He stirred and asked.

"Are we at the airport?" And gave a large yawn.

"Yeah were here dweeb"

She may have called ben a dweeb but he didn't seem to mind. seeing her now in a better light he was that she was wearing her usual that same as him her blue shirt with its little cat and white shorts. Apart form that she had grown quite a bit and in more ways than one. The first thing that he noticed was her hair, she had decided to let it grow out after their first summer vacation together but in the past 2 years she had to either tie it back into a ponytail or used some clips to keep it in check. But now it was long enough that unlike Ben's was reaching to her upper back and seemed to just flow as if it was made of flowing water or flowing plasma more likely since her orange hair began to become a shade bolder. She also had gotten taller but ben was taller than her by a couple of inches, and her karate and martial arts along with alien fighting had left her with a well toned body. Not like those skinny models on TV or that muscly athlete toned, she was toned but rounded. The rounded was from her chest which puberty was greeting her with a bang. That was the only description Ben had for her, and her eyes so much like his yet so alien, so different, and so wonderful that he found himself staring transfixed in her gaze just as she was in his.

The moment they both had realized this they both turned a bright red and Gwen backed off and Ben stumbled off the bed.

Seeing this Gwen burst into laughter breaking the awkwardness of both of them as Ben lay on the floor.

"Ow."

"Kids are you alright?" asked grandpa Max.

"Yeah were alright!" They both responded.

When Ben looker at the clock on the dashboard of the RV it read 5:30 am. Then he asked.

"Why do we need to get so early to the airport grandpa?"

"Because we still need to go through security and check in our luggage."

"oh"

"Besides I have a couple of old Plumber friends that gave us the free tickets"

"Cool"

When they parked in the airport grandpa Max told them to wait inside the RV while he got a trolly for their check-in luggage.

As Ben and Gwen were waiting they sat in their usual spots on the couch of the RV, and Ben had noticed something about Gwen, was it relaxed, free, or was it calm? He couldn't tell. So he just kept staring at his cousin. Gwen had noticed Ben's staring and asked.

"Why are you staring at me like that?"

You look different."

"Really?" She asked she didn't really do anything different except for her hair that she now just let loose and free.

"Yeah, you look calm or relaxed as if you were carrying something heavy and you finally put it down.

"Oh" She giggled. "I finally let my hair down, both figuratively and literally."

"Why is that?"

"Because i am now free to completely enjoy myself on this trip, no over the summer studying."

"Really? I thought that you needed to keep up with school being a geek and all." He didn't really mean it of course over the 2 years after their first trip he seemed to have mellowed out and their insults were more like playful quips and bantering.

"Nope i have kept up enough this year and i have already studied next year's lessons at home so I'm all set"

Ben was completely surprised by this, in the times that they had their adventures over the summer she had always studied when she had nothing to do which left him to wonder what does she plan to do, Ben was sent out of his reverie by his grandpa.

"Kids lets go!"

"Okay grandpa!" They both replied.

When they got their luggage from the RV Max had the trolley with some kind of cube in his hand, then Ben asked

"Hey grandpa what about the Rust Bucket?"

Gwen was wondering about that too. "Yeah are you just gonna leave it behind?

Their grandpa chuckled "Nope were taking her along with us"

"How?" Ben asked.

His grandpa smiled "This cube is normally used when hauling around large aliens when the transport was too small to bring them into custody, I'll be using it on the Rust Bucket so we can bring her along for the trip."

He was right Ben had first seen one of those when Tetrax came to help him defend against two bounty hunter hired by Vilgax, and used them to take them in.

When they place their luggage onto the trolley Max pushed a button on the cube and it grew then incased the Rust Bucket and then it shrank until it was not larger than a cellphone, As they entered the Airport It was pretty large and there were a couple of dozen people lining up at the entrance showing tickets and passports and IDs.

When it was their turn grandpa Max showed the guard their Passports and tickets and a ID showing that they were VIP and were to wait in the first class lobby after they had checked in their luggage at the reception.

Everything went smoother than they had expected thinking that they would be busted with grandpa's luggage which they expected to be full of alien gear but then they both decided that he had left then inside the RV which was safely with him and the security didn't notice anything and not even when they stepped through the metal detector nothing happened, The old guard gave told ben that it was alright to step through with his 'watch' on, and surprisingly the metal detector didn't react to the Omnitrix.

While they waited in the first class lounge Ben said

"Wow grandpa you really have a lot of friends in high places."

"Well not all of them nay have been plumbers but when you're on the road as much as I am, you meet people who end up greater than you thought they ever could"

Eventually grandpa Max was greeted with the owner of the airport who was an retired Plumber and invited them to have breakfast at the cafe which Ben and Gwen were glad since they both didn't have any breakfast to begin with. Gwen had a croissant and a fruit crepe with whipped cream on top, while Ben had waffles topped with ice cream.

Before they knew it they were called to their flight and Max said good bye to his friend and Ben and Gwen said thanks for the breakfast.

As they got into the plane grandpa max gave them their tickets which shown them where they would be sitting, when the stewardess brought them to the first class seats they were amazed with the seats they were large and comfortable and each had it's own TV which played the latest movies and could recline until the were fully flat and could be used as a bed.

They found that they were given window seats and they were going to sit next to each other which they didn't mind of course but they didn't let it show. Grandpa Max was sitting on the other side of the plane and smiled at their faces at the luxurious seats in first class.

"Hey grandpa how long is this flight?" Gwen asked, as she sat down on her seat.

"umm about 18 hours." said Max

"What 18 hours!" where are we headed the moon?" Ben said

"Nope, we will be staying for about a week or two touring the archipelago of the Philippines."

"What's the Philippines?" Ben asked.

"Its a archipelago of about 7017 islands in the tropical areas of South East Asia." Gwen answered when she looked up the Philippines on her laptop. Then asked "but why there first, why not China or Japan?"

"Well, I wanted you two to enjoy your first week of summer at the tropical beaches of Boracay. And also they have incredible wildlife that you can find anywhere else in the world and beautiful landscape and history, besides after the Philippines were headed off to China and Japan."

"Boracay? you mean one of the top 4 island beaches in the world?" Gwen asked excitedly.

"The very same" grandpa Max said with a smile.

Gwen squealed with excitement like a little girl breaking her normally mature woman composure which Ben found particularly cute as he looked at her.

"I heard that the beaches are stunningly beautiful and the sand is so soft that it's like walking on fine powder."

Before she could say anything else the speaker in the front of the cabin told them to fasten their seat belts as they were about to take off. It also said to shut off any electronics and cellphones, so Gwen turned off her laptop and kept it in her bag after she and Ben fastened their seat belts.

After a while they could hear the large engines of the plane start up and then they were moving. It felt like a really bumpy ride in the Rust Bucket and when they were finally off the ground Ben looked out of the window on his side and was that he was leaving his home and off to somewhere new and exciting. Going through his head was that finally a relaxing summer no aliens and enemies just relaxing at the beach with Gwen in her swimsuit playing on the beaches of Boracay, and in his reverie he fell asleep slipping into his dreams and fantasies.

AN: So what do you guys think? a lot longer than my previous chapters and i am gonna be honest this is something that i have not thought about like some authors. right now for me the creative juices are flowing like a river out of me so i will be updating this story at the very least once a week and if i feel like i can write more than i shall spoil you readers with the occasional daily update if i can keep it up. There will be more Bwen in later chapters and what could happen in a 18 hour flight on a plane with grandpa Max asleep through most of it?

Next chapter we will be looking at our mysterious figure from chapter 1, if you have been paying attention then you may remember him.


	4. Meanwhile

Disclaimer I do not own Ben 10

Chapter 3: Meanwhile. . .

As Ben and Gwen are on their flight to the Philippines there goes our faceless figure. Is he friend or foe? Why does he have a Plumber's badge? And most importantly, who is he?

The last time we had seen him he went down a set of hidden stairs in a abandoned warehouse. No one could have noticed him, who in their right mind care about some guy wearing a cap, who could blame him hot as it was over there.

He didn't appear until it was dusk and the sun was setting over the horizon. He didn't look any different but he seemed to have lost some of that swagger that he had earlier that day. But he didn't get out through the warehouse, he just appeared like a phantom in a side alley close to the slums.

As he got out of the alley he looked up at the sky, to the East was the dark shadow of night whose colors shone were of magenta and dark blue to black and in the city where only the brightest stars can be seen, to the West was the setting sun it shone of bright colors of orange and blood red.

A tear shone on the man's face and fell, but before it had fallen to the ground the man swiped at it, the tear boiled away from the speed of his hand. His jaw clenched and he cursed then he walked into the bustling city streets of Manila.

Manila was like every other city, there were good areas where the rich and prosperous live and work and the not so good areas, places like the slums or ghetto or in their term the squatters, and everything in between. Even though Manila was a nice place and filipinos in general are very kind and hospitable people no matter from what parts of life you find them in, you can always find those that are the scum of society.

Our man walked into one of the tall buildings passing the security guard who looked like he was guarding a bank and not some regular old office building by flashing him an ID. The man didn't bother with the elevator and just took the stairs, and up he went all the way to the 60th floor. Surprisingly it took less time than he thought.

As he got out of the stairwell and entered the main part of the building he took the elevator to the next floor to have a meeting with the CEO of the company. When he entered the CEO's office it wasn't lavish but quite plain though it didn't seem to surprise the man as he faced the man sitting in the chair.

"Ah yes i have been expecting you" the man in the chair said, His tone was pleasant but hid something underneath, something bad.

"Please have a seat." But the man just stood there not a whisper escaped his lips.

"Would you like a drink?" asked the man in the chair, He was large but not tall he had a large belly which seemed to strain at his suit's buttons his hair was cut short like most filipinos, and had a wide mouth that looked like it belonged onto a frog but it was obvious we wasn't one of the local businessmen. As he waved his hand to a bottle with a glass next to it. But still the man didn't move.

"Well I don't get many unexpected visitors these days." He chuckled. "Especially those who wear a cap at night with pleasant company." And still the man refused to talk.

"Oh come now no need to think that i am unprotected. I have multiple guards that will come in at the drop of a hat, and don't think i wasn't expecting someone to come and assassinate me. Now, who sent you? Was it Reo? Or maybe Skint? I doubt that any company from this planet would want to take out a small business that only deals with cutlery. Now tell me who was it, I can pay double of what they're paying you and if you're wise maybe even quadruple if you know who to sell it to."

The man finally moved and place his hand in his pocket when the seated man pushed a button but nothing happened the man's other had threw something to the control board on the other man's desk it looked like a regular knife but it's handle was split and looked like they were attached to the blade on pivots.*

"Guards!" the seated man yelled but no one came."Who are you, who sent you?" Then the man grunted as the other man walked closer to him then with surprising strength the seated man threw his desk at his attacker, but the man just pushed the flying desk aside as if it weight no more than a feather. The seated man said "alright runt if that's how you want to play this game then you got it." he growled and took something from his face, suddenly the large man was replaced by a large green scaled alien with boulder-like fists with claws likes ice picks. He seemed to have gotten taller by three feet at least.

The alien lunged at the man and with surprising speed struck at the man only to find himself with several cuts deep on his arms and chest, he was bleeding heavily, blood pooling on the floor and noticed that the man had his arm stretched at an awkward angle which strained his tendons the alien knew that this wasn't no ordinary human or hired killer, he was formidable. Gripped in pain the alien asked again "who sent yo-gaaargh!" as the man twisted and he heard snapping, popping and finally cracking and broke his arm like a dried twig, tearing his tendons and bringing him into a new world of pain.

The alien couldn't figure out who was this man, the bones of his race were as hard as steel and the strength of their tendons and muscles matched by very few other races, but this man broke it as easily as a child with a dry twig.

As he started to beg for the man to spare his life the man still holding the aliens broken useless arm which was now bleeding worse than ever from his splintered bones, the man raised his knife, flourished it open and stabbed the alien in the throat. Before he could cry out he was dead.

The man sighed, taking a device from his pocket it looked like a bulky staple gun, he pointed it towards the dead alien, then to the room and in a flash of light all trace of the alien was gone and the room repaired itself as if nothing happened.

As the man walked out of the office of the alien and he looked at the bottle, considered it then left it behind. Leaving the building and walking around the busy nightlife of Manila Philippines, his face still in shadow from his cap.

AN: So how was it? Please Please review i really need it if you want to see this story finished. Also this was a pretty short chapter took me about less than three hours to write and i didn't even think about this, it just sorta came out. Don't forget to review!

Next chapter: What could happen on a 18 hour flight? i promise that the next one will be longer but the longer it is the less its like i did these others on the fly but hopefully it would reach 4000+ words. Also how do you like this man that i am keeping so uptight about, but don't worry Bwen fans we will be seeing fluffy stuff next chapter!

*the knife that the man threw and used to kill the Alien was a Balisong, but most of you probably know it as a Butterfly Knife.


	5. A Pleasant Flight With Ben

Disclaimer I do not own Ben 10

Chapter 4: A pleasant flight with Ben

Gwen's POV

As the plane started to get to its desired altitude the ride had gotten smoother than the take off. Ben was already asleep, those waffles seemed to have put him to sleep again.

While she was waiting for the seat belt sign to turn off so she can use her laptop, she kept staring at Ben at his peaceful composure when he slept. Three years ago she would sometimes see him grumbling and whimpering in his sleep, she suspected that he was having nightmares about Vilgax and all his other enemies. But now he really looked at peace, he even smiled a bit.

When the signs for the seat belts went off gwen got her laptop and began researching about the Philippines and even picking up a bit of tagalog words. She somehow went from Philippine histories to their martial arts over the course of a half hour when Ben woke up surprising her, almost dropping her laptop.

"Ben!" She hissed not wanting to disturb the other first class passengers.

"What? He said groggily,"are we in the air now?"

"Yeah we are, you can take off your seat belt, the sign's off."

"Oh okay" he said

While she continued to read her article where the Filipino's martial arts have influenced several of the worlds military fighting systems, Ben asked

"What are you doing?"

"I'm doing a bit of research about the Philippines."

"Ahh, anything interesting about it?"

"Well" she replied, he never gave any interest in what she was doing on her laptop what sudden urge make him ask that?

"The country was discovered earlier than the US buy about a decade give or take by spanish explorer Ferdinand Magellan who was the first person to more or less circumnavigate the world."

"Boring, anything else?" Ben asked.

"Well look at this video, they have their own martial arts" she gave him her laptop something that she would never ordinarily do.

"What like Kung -Fu?" Ben wondered.

"No, just watch it." she answered

As they both watched the montage of guys fighting with sticks, machetes, knives, and their fists Gwen was pretty impressed and curious with how they fought. They seemed to flow like her karate teacher back home but compared to them the way he fights was like some cocky kid fighting the world champ in her opinion. The kicks and punches seemed different from what she was taught and the sticks they were swinging at each other looked like they weighed no more than a feather, she wondered as to what kind of wood they were made of.

She wasn't sure, but she felt kinda worried about heading to the Philippines if there were people who could fight like that. Most people in america would just go with boxing but these guys looked like they could do more than that, their faces were impassive and looked only at the eyes of their opponent, unlike other martial artists who looked angry and watched their opponent's entire body for a sign of their next move, but they seemed to just know where and how their opponent attack them and countering with some kid of throw or disarm or lock.

While Ben was concentrating on the video, Gwen loved that look that he made when he was concentrating on something that really caught his eye, except other girls of course. For some reason she couldn't stand Ben being around and talking with other girls. No no no he's my cousin i shouldn't be thinking of this, she thought to herself. Gwen was just noticing that she cared for Ben in a more than cousin way but she let it slip out of her mind, not wanting to think about it until they were in a hotel and not so close. Then she went back to watching her laptop.

In one part of the montage they saw a filipino who looked only 5 foot 4 going up against a american more than a foot taller. As the american guy took a swing with his right fist the filipino grabbed and held it, the american punched with his other hand and the filipino grabbed it with his free hand and then twisting the americans arms he tossed the guy to the floor as if he weighed like a child and got him into an arm-bar when he was to the ground.

"Awesome!" Ben said in excitement."That looks really cool! Hey grandpa take a look at this." Ben showed grandpa Max the video that Gwen showed him on her laptop.

Normally she would have yelled at Ben to give it back but she held herself back thinking that Ben might be mature enough by now to not drop her laptop. When grandpa Max finished the video he saw what Ben meant, because even though he was a ex-Plumber he seemed to have seem someone who fought like that before then her remembered but it wasn't something that was taught by the Plumbers all the fight moves he learned were from the Plumbers and they didn't have anything like this in their training. He told Ben to go back to his seat while he told them something.

"Now that was something, those guys reminded me of an old Plumber friend of mine."

"Really grandpa?" Gwen asked.

"Yup, we met on my tenth mission and he was the leader even though it was only his second mission. I can remember complaining to my commanding officers why was a green like him leading the rest of us, but I eventually understood why when we were ambushed while on a mission on Vulpin, we were all carrying top of the line blasters and for some reason our 'green' leader never carried a blaster only a black machete and combat knife. We were surrounded by at least 25 Vulpimancers or Wildmutts, our team of six including our leader killed all of them. I got two while everyone else only got one except our leader who in less than a minute killed 19 of them with his knife. I couldn't believe my eyes when I saw him killing the last one as I killed my second Vulpimancer, I thought that we were going to get out barely alive from that attack and when i saw him he looked bored after the fight and not a scratch on him. I had gotten a couple of bruises from the fight. That was when I got a new found respect for him."

"Who was he grandpa?" Ben asked this time.

"His name was Pablo Dela Cruz. even though i thought of him as green he had a really cheerful exterior, always joking and always willing to help. That's the guy who owns the hotel that we will be staying at when we reach Boracay, because since he retired from the plumbers we kept in touch, he got into business and started up a hotel in the country's most beautiful island and as far as i can tell it really has flourished."

"Wow." said Ben and Gwen together.

Then grandpa max called a flight attendant and asked for some pillows so he could sleep. When he got them he reclined his chair and put on some blinds and went straight to sleep.

As Gwen sat there on her seat getting nervous at the silence Ben asked

"Hey what time is it?"

"About 9:05." She answered

"And how long is this flight?"

"About 18 hours, so we should be there at around 2:00 am."

"Woah so what are we gonna do when we get there?"

"Im not sure but I"ll ask grandpa when he gets up, also in the Philippines they are 12 hours ahead so when we get there its gonna be 2:00 am at home but 2:00 pm over there." She replied with a grin.

She just remembered that Ben still had her laptop and asked

"Hey can you give back my laptop? i wanna look up more stuff about the Philippines."

"Sure" and Ben handed over the laptop. Gwen was surprised at this she was expecting to have to force it from him. Although she knew that he had matured even if it was just a tiny bit over the two years they had been fighting aliens he had still annoyed her, but she welcomed the change. As she got her laptop back Ben turned on the TV set of his chair watching the latest movie wearing a set of headphones.

She went back to her computer and for the next hour she continued to look up places that they could visit during their stay wherever their grandpa decided to bring them.

Over the next two hours occasionally she took a look at Ben while he was watching the latest action movie, he never noticed that she was looking at him. Her eyes went over his body, his lean and fit physique, his hair long for a guy's but it strangely suited him. She looked away and continued for her research of their destination. When she looked up at Ben's face she could see his face of joy and amusement at the movie that made her want to just hold him close and have him look at her the same way.

Just as Ben's movie was done, she saw something that she was glad that she found before they got into the country.

"Hey Ben."

"Hmm?"

"Look at this." She showed him an article of filipino cuisine and Ben looked at it with distaste.

"Are you saying that grandpa is bringing us abroad to to eat some of that?" he asked.

"I think so, and look at this it's called balut." and Gwen showed him a picture.

"It doesn't look disgusting, it just looks like a hard boiled egg."

"Yeah but it says here that balut is a 18 day old duck fetus which is then steamed and served."

"Ick! Thanks for the warning Gwen I can't even think what i'd think if grandpa got me to eat this. I really appreciate it." He said looking at her with his deep acid green eyes that sent shivers down Gwen's spine.

"Uh um, your welcome Ben." She said flustered. She thought Ben noticed because he quickly looked away. Thinking, 'oh no, oh no, did he notice? oh god I'm starting to blush.' And she was, her face was turning slightly red while she tried to calm down luckily Ben was looking out of the window at the sky. When she finally calmed down and composed she asked

"Anything interesting out there?"

"Yeah its incredible, here take a look." She moved over on top of Ben in her curiosity and saw that Ben was right, she saw that the clouds were white and very puffy, she could see the shapes that she had made, one of the clouds looked like a dog another looked like Greymatter's head which made her giggle at the sight. Suddenly she heard a noise then turned her head around, and saw that she was face to face with Ben! She also noticed how her body way laying over his lap. She was so close to him barely centimeters away from his face, their lips even closer but not touching, she could smell his wonderful scent which she found difficult to describe the first words that came to her was dark honey and rich spice, though she couldn't figure out why, she was glad that a year ago he had finally taken to habit showering. And finally when she looked into his eyes, the depth that she could see in there she could see something she could barely perceive.

Blushing furiously she quickly got off Ben and started to apologize, while he was starting to fluster and stutter as well. They both looked away from each other. She just went back to her laptop trying to get her emotions and face under control.

'What was i thinking!' She thought. 'I would have never done that and why did i react like that? He's my cousin for Christ's sake! I shouldn't be embarrassed, why do i feel like this?' She then decided to just put on her earphones and play some music to calm her down and clear her thoughts.

For the next quarter to half of an hour she ignored Ben and tried to concentrate on her laptop and the game that she was playing. Eventually she got bored with the game.

Eventually when she was asked by a flight attendant what would she like for her lunch, either the seafood kebab with fried rice and steamed vegetables with the mango crepe topped with ice cream for desert or the steak with mashed potatoes with gravy and green beans with salad on the side with a cheesecake desert.

Gwen chose the seafood kebab and Ben got the steak. The flight attendant also asked what would they like to drink. The two of them asked for soda. After the flight attendant asked them what they wanted grandpa Max woke up just in time for lunch. He also got the steak like Ben and asked for a glass red wine to go with it.

While they waited for their food Gwen said to Ben

"Hey Ben."

"Yeah Gwen?"

"Im sorry for earlier, I uh wasn't really thinking." Then she blushed.

"Uh thats alright." He answered.

After that the ice broke and they began to talk about their school lives their friends and lessons. They had finally begun to feel really comfortable around each other when their food arrived a couple of minutes later.

The plating was exquisite, they really were in first class otherwise they would have gotten something a little sub standard. The flight attendant brought out their table from the front of their seats and laid down their food. Gwen had 3 kebabs which were shrimp and scallops. and her rice was just the right amount formed into a little mound and her steamed vegetables were in a separate bowl and her crepe was beautiful as if she ordered her meal from a 5 star restaurant, because she had gone to some formal dinners with her parents a couple of times so she knew that these really were first class.

She began to eat and the food was delicious, it was still hot and she wondered how they heated it up without a microwave on the plane. The kebabs were perfectly tender and perfectly spiced they went well with the fried rice as they weren't too heavy. The steamed vegetables were good and had a bit of spice in it which made it very flavorful. She took her time going through her meal occasionally talking with ben but she really was just enjoying the food. When she finally got to desert her crepe she was just in time, the ice cream was not melted but soft, the wrap was perfectly soft as well and also ha a fluffy texture to it and the mango inside was very succulently sweet. As she finished her last bite of ice cream and crepe she noticed that Ben was almost finished as well, but what surprised her the most was that Ben had eaten his salad.

"Ben did you just eat you salad?" She asked.

"Huh?" looking down at his food he saw what she was talking about. "Yeah over the school year I had gotten a better appetite so now i just eat everything even the salad, you know you always said to try and eat something healthy one in a while."

"Oh" she said, surprised that he had gotten a lot more mature than she had originally thought this past year.

After they had eaten grandpa Max had gone back to sleep and telling them that if they were hungry they could order any kind of snack on the menu since everything was paid for by his friend. Then Gwen turned on her TV set and put on her headset and began to watch some romance movie that was showing. She noticed that Ben was tapping her shoulder, she took off her headset and Ben asked

"Hey Gwen could i borrow you laptop I wanna play some games."

"Yeah sure." She passed him her laptop and continued to watch the movie. The movie was pretty good she thought. The movie was about two kids who met over the summer who fell in love and then got separated then met up again as teenagers but didn't recognize each other but as soon as the boy realized that it was the girl from the summer she had to move away, they met again as adults and finally remembered each other started to date a bit of drama here and there then they got married.

Gwen found herself engrossed with the story and noticed that there were some drying tears on her cheeks from parts of the movie with strong drama. she wiped them away and noticed that Ben also had drying tears on his face too. She wondered how much more mature and more in touch with his emotions than he seemed.

When Ben saw that she had noticed him with his drying tears, he quickly got up and went to the plane's WC. She got the tissue that was left behind from her meal and wiped her drying tears away and quickly blew her nose.

When she saw Ben get back from the WC he looked fresh, he had washed his face and looked like nothing had ever happened, though his eyes were a bit read from crying. Ben asked her something that she didn't expect,

"Hey Gwen, how'd you like the movie?"

"It was beautiful, I really got sad at the part when they met in school and just as he realized that she was the girl from summer she had to move away." Suddenly without realizing it tears began to flow and some small part of her was torn apart with sadness 'was i really that affected by the movie?'

"Yeah, I really like the first part, when they met as kids over the summer, it was really touching watching how they first feel in love." Then tears began to well in his eyes as well.

When she saw his tears and he noticed hers Gwen was the one who went to the WC of the plane.

She had found it rather quickly and rushed inside and locked the door. Looking at her face for the first time she saw that her eyes were red from crying. 'Why am I being so emotional over some stupid movie? And in front of Ben for crying out loud! wait why am I thinking of him?' These thoughts were racing through her head and as her thoughts were racing so was her heart but the couldn't find any reason why, she then decided to just sit down and try to clear her head.

When she calmed down enough to clear her mind of the movie and why she was crying. When she looked into the mirror again she saw that her eyes were starting to turn back to normal and when she looked at her watch it read 2:30 pm, she had been in the WC for about 15 minutes now. Not wanting to make anyone outside wait any longer she washed her face from her dried tears and went out.

Surprisingly no one was waiting for her when she exited. She walked back to her luxurious seat when suddenly the plane lurched and she stumbled head first into Ben's lap. Blushing till her face was as red as a tomato she quickly got up and apologized to Ben.

Wait was she apologizing to him? Although they had gotten along better over the years than during their first summer together they still argued from time to time but it was more like a friendly banter than anything.

When she looked at his face she saw that he too was also blushing really bad, then the megaphone of the plane called out

"We are sorry for the sudden lurch a moment ago, we had experienced some turbulence. Please remain in you seats for a safe flight. Thank you."

When Gwen got back into her seat she was getting tired from everything that had happened on the plane so far and she wanted to take a nap. Putting on her earphones and turning on her Mp3 player she put some laid back music to help her sleep and soon she was asleep and entered the fantasy world of her dreams.

In her mind as she drifted deeper and deeper into her dream, she came to the point where her subconscious takes over and she would be like a completely different person.

When she dreamed she woke up, in a sense that when she started to dream she got up from her bed at home. She got up and went downstairs already changed into her day clothes.

She felt wonderful as if she had the perfect amount of rest that night or had a wonderful date just the night before. Not that she knew about dates anyway, she was too focused on her studies and school work to date, besides she never felt anything like love or a crush at least, in the real world, as far as she consciously knew.

As she sat down on the table she found that her mom had prepared her favorite breakfast, sweet honey glazed french croissants with fresh berries and orange juice.

When she took her first bite into the sweet pastry she found that it was filled with strawberry puree, she grinned in delight.

"Like your breakfast?" asked her mom.

Yeah its wonderful, what's the occasion?"

"Oh nothing, nothing do I need a reason to give you a treat once in a while?"

"Hm." said Gwen getting suspicious.

"Oh yes, Gwendolyn how was your date last night?" asked her dad.

"Oh it was wonderful!" she found herself saying but she just kept going anyway.

"After he picked me up we first went to have a lovely dinner at this incredible italian restaurant! He paid for everything and during dinner we talked as we ate about small things. The chef even got us a chocolate cake for desert with a half glass of champagne for each of us with his compliments for being such a cute couple." She said ecstatically then she continued.

"After dinner we walked a bit to settle our stomachs and he brought me to the carnival that was in town! He won me some prizes and we watched the carnival performance before we left, then we went to the park and watched the stars and brought me home. And the best part was no enemies ruined our date. It was just perfect!"

"That sounds wonderful Gwendolyn, well I guess i should have expected it being your 3rd anniversary as boyfriend and girlfriend and with you two being so in love." her dad said.

As Gwen looked at her watch she saw that it was just about time she went to school. She gave her parents a quick kiss before she headed out.

When she opened the door she saw Ben was standing outside waiting for her and he gave her a quick kiss on the lips.

When he kissed her, her heart fluttered like a butterfly and her legs felt weak.

"Good morning Gwen." Ben said.

"Morning Ben"

"How did you find our date lest night?" He asked.

"It was perfect! Thank you for such a wonderful anniversary date."

"It was nothing Gwen you know I love you."

"I love you too Ben." And they kissed once more, it was a bit longer than before but still as innocent as those of two young lovers.

"Hurry we'd better get to school before were late." Said Ben.

School passed quickly in Gwen's dream as most dreams tend to do. Time flows differently in different events, there it may be faster or slower.

When they were dismissed, she quickly got out and met with Ben outside. She didn't think or wonder why she was dating Ben or that they were cousins and that their parents were letting them date, but of course this was a dream you never realize that it is until you wake up.

They walked back home together holding hands and when suddenly a large spaceship was heading towards them.

Ben gave her a quick kiss on the cheek and she blushed, smiling she said

"Lets do this?"

He nodded and they both got ready to fight.

The fight was long and like school the time passed quickly but all through out it she and Ben never seemed to get tired.

By the time the fight was over the sun was starting to set when Ben turned into XLR8 and picked up Gwen bridal style and dashed off to a beach.

When they reached the lovely white sands there was no one there, it was just the two of them.

They walked around a bit kicking sand and even played in the water to get their feet wet.

When the sun was saying its goodnight and was setting over the horizon soon to disappear for night they sat on the edge of a pier, their legs hanging off the edge as they watched the sun set and listen to the waves of the sea crashing to the shore. Everything was just so perfect and when the sun had finally set Ben kissed her on the lips and when they broke apart she leaned her head on his shoulder and slowly fell asleep and Ben kept watch over her as the stars move in their intricate dance in the heavens.

But as all things they must come to an end. In the real world and that not hidden in the fantasies of dreams Gwen stirred and awoke. She remembers little or nothing of her dream except for very vague details of the end.

What she had remembered was that she was sitting on the edge of a pier with someone she love very much more than friends more like true lovers. She couldn't for the life of her remember his face but she remembered how she felt in parts of her dream, but she knew at the back of her head that they person she was sitting with in her dream was very close to her.

She wondered as to who it could have been, she was never really close to anyone back in Bellwood. The only person that she felt that kind of closeness was Ben but she doubted that Ben was the person that was in her dream. But something kept nagging her to be with Ben annoyed at the thought she let it slip her mind like several previous thoughts no wanting to think about them too much while on the plane.

Oh how wrong she was.

When she sat up she found that her chair was reclined into a bed similar to grandpa's. She took off her earphones and began to rub the grit out her eyes.

She got up and went to the WC and relived herself then washed her face and hands before heading back to her seat.

She hadn't really noticed Ben when she had woken up and saw that his face was completely red.

"Hey Ben are you okay?" she asked.

"Uh yeah I'm fine in fact I feel great." he answered.

"Well you look a little red, do you have a fever?"

"No I'm just so angry that i couldn't pass the previous level in this game on your laptop, but that was just before you woke up."

"How long was i asleep?"

"About 2 and half to 3 hours."

Then Gwen looked at her watch it really was about 2 and a half hours since her watch read around 5:00 pm.

She was getting kinda hungry too, so as a flight attendant was passing by she requested for a snack remembering what grandpa Max said about everything was fine and paid for.

The attendant handed her the snack menu and she saw that they had ice cream, parfait, cookies, cakes, and much more. She decided to treat herself a bit and ordered some cookies and a bit of vanilla ice cream.

Ben also decided to order some snacks and decided to go with some chocolate cake with a vanilla ice cream shake.

when they waited for their snacks to be brought saw that Ben was still playing the online sumo slammers that you could play without installing it.

Before she turned her attention away from Ben she thought that he seemed distracted for some reason, she wondered what it was.

By the time their snacks arrived Ben got tired of playing his game and closed the window that had it. He closed her laptop and handed it back to her.

Not wanting to have an accident with her computer and Ben's shake she put it back inside her backpack as the attendant handed them their respective snacks. Gwen saw that her ice cream was Hagen Daaz and her cookies were Mrs. Fields dark chocolate chip cookies. 'These guys know what they're doing, the dark chocolate would really counter the sweetness of the ice cream and the ice cream would clear her palette.

By the time that they were both done she noticed that Ben still had a bit of icing on his cheek from the cake. Suddenly she had an urge to just kiss it off and she didn't know why. Not wanting Ben to get too embarrassed she used her finger instead.

"Hey Ben you got some icing on your cheek, here i got it"

Then using her finger to wipe off the icing gently and taking it she licked her finger closing her eyes, tasting the icing. It was sweet but not really and had a hint of coffee, it must have been a dark mocha cake that Ben got.

When she opened her eyes she found that Ben was gone looking around she saw him rushing towards the WC.

Bringing out her laptop again she decided to look up on more stuff about the Philippines.

She kept reading an looking up stuff until it was around 6:30 pm. The attendant came to her and asked what she would like to eat for dinner. Her choices were the fish fillet with tartar sauce and vegetables with a saffron and chili infused creme brulee or the barbeque pork ribs with grilled corn and stir fried vegetables with a turkish baklava with honey glazed berries for desert.

She didn't want anything that was too heavy so she opted for the fish fillet. Ben decided to get the barbeque pork and like clockwork Grandpa max had decided to wake up and the attendant asked him what he wanted, he asked for the fish fillet and asked for a bottle of something that Gwen couldn't hear. Ben and Gwen both asked for soda again.

Ben and Gwen got into a conversation about their lives during school since they rarely get together except during summer when they go out on adventures fighting aliens and other bad guys.

Gwen learned that Ben was now able to time how long he would last in his alien form like some sort of internal timer, as it turned out it was always there but he was just so busy with fighting that he never paid much attention to that nagging timer at the back of his head. And that he could stay longer in forms and the Omnitrix only takes a couple of minutes to recharge

She had told him of the times she had practiced her magic, she had told him that she could now tap into the flows of magic that was all around, it turns out the charm of bezel that she used when she was lucky girl was like a converter to magic, so even if she didn't have any magical aura within her she would have been able to use it since it would tap into the magic that is flowing through everywhere.

While they were talking of small things their food came. Gwen saw that her fish fillet had a very wonderful golden brown crust and when she had cut into it with her knife it was so tender and soft, and when she finally to her first bite. The fish itself was slightly bland but the crust and breading added the necessary flavor to infuse a bit in the fish and the breading had a lot of flavor to give to the fish. The vegetables were also delicious she couldn't taste any spice in them except black pepper, it had carrots, green peas, and corn.

"Hey Gwen how's your food?" Ben asked unexpectedly. Hearing his boice asking for her opinion made something inside her soar.

"It's great."

"Mind if I try a bit? You can also try some of mine." He began to pout giving her a pleading look, she couldn't just say no.

"Alright just a couple of bites." then she handed over to Ben a piece of fish first with out the tartar sauce the next with the sauce. At first Ben didnt reach for the utensil like she had expected and for a moment Gwen didn't know what was happening then she found out, was she supposed to feed Ben?

At first she got really nervous, then really excited her heart fluttering in her chest and some small voice in the back of her mind said to her 'come on you know you've always wanted to.'

When she carried her fork towards Ben he took a bite chewed and swallowed and taking a drink of soda before getting ready for the next piece of fish. his face as he tasted the fish was undeniably very cute on Ben's young masculine face and when he opened his mouth to accept he became so adorable to look at.

When he was done with the second piece he smiled and said

"It really is good, now try some of mine before it gets cold, here."

He cut off a slice of his barbeque pork ribs which had sauce already glazed on it. Opening her mouth to accept the food and when Ben placed it gently on her tongue and she began to chew and she couldn't easily describe how it was it was so tender and juicy and all the flavors melded so even her more experienced palette had trouble distinguishing the components of the flavors used it was so well done.

She smiled at Ben. "That was really delicious, thanks for letting me try some."

"Your welcome Gwen and thank you for letting my try a bit of that delicious fish."

She began to blush.'what in the world is making Ben such a smooth talker? I'd better come up with something.'

"Well it was nothing, by the way you looked really cute while I fed you."

"I-uh-rea-really?" Ben starting to stutter a bit at her sudden change of tact.

"Yeah you really were." Gwen said giving him an impish grin.

Ben quickly went back down and started to finish his food, eventually Gwen followed suit.

Just as they had finished the last bites of their main course grandpa Max called out to them.

"Hey kids! could you finish this off for me?" He said while holding up a green bottle of what she suspected what he asked the attendant.

"Uh what is it grandpa?" Gwen asked.

"Its a bit of wine and don't worry there's only about a little more than a glass and a half in here so you guys wont get drunk if you share it between each other." Gwen perked up her ears at that, her parents sometimes let her have about less than a quarter of a glass of wine just so she would be able to expand her palette during their formal dinners.

"What kind of wine? Is it cabernet sauvignon? What vintage is it? is it dry or desert?"

"Wow Frank and Natalie have really taught you a lot about wine. But No its a special kind of wine. Its called Mead a wine that's made with honey, my buddy that got us these seats bought it from a meadery when he was visiting Poland about 8 years ago to be more specific he said that it was a Trójniak mead, and don't worry you guys have my permission to drink some, also mead doesn't really have a vintage but it says on the bottle that it was made with honey from bees that resided in a fruit orchard and it goes great with the desert."

When gwen went over to get the bottle from grandpa Max, she also got a couple of wine glasses so that she and Ben could have a better experience tasting it. Grandpa Max reclined his seat once again and went to sleep.

When she got back to her sea and placed the bottle and glasses on the table she began to pour the dark amber wine into the glasses. The aroma that was coming from the bottle as she poured smelled amazing they reminded her of dark fruits and honey, as she kept pouring making sure that they had the right amount left in their glasses for tasting and consumption about halfway full. Then Ben asked

"So how will we do this?"

"Okay first we take out glasses like this and swirl it around, be careful not to spill the wine." She showed Ben how to hold the glass, and how to swirl and he got the gist of it pretty quickly. Continuing her instruction

"Now take a good whiff of the wine and tell me what it reminds you off." Taking a deep breath she smelled the mead, as she was expecting she was smelling dark fruits and flowers and a lot of honey.

"What do you smell Ben?" She asked.

"It smells a lot like really dark fruit maybe raisin or plum? and I smell. ." He swirled and smelled again.

"I smell flowers not like those at the flower shops more like fruit blossoms and honey."

"Thats great Ben, you really have a knack for this." She thought that he would have trouble finding the right terms in describing what the mead smelled like let alone break it down a lot deeper than she did.

"I also get the honey and dark fruit and I also thought flowers, what made you say fruit blossoms?" she asked him.

"I went to an orchard when i was little but it was when the fruit hadn't grown yet but there were all these blossoms that really filled the air, so it kinda reminds me of it."

"Alright, now we go into the tasting." she and Ben took a sip, she knew that to find the full experience of tasting the wine she would slosh it around her mouth but she didn't not in front of Ben.

As the mead made its was around her palette she found that it was sweet not really dry like some of the wines that she has tasted with her parents. It was very fruity, she could taste the darker fruits and found that it reminded her of very similarly to cherries but she doubted that it had any cherries in the drink it wasn't as prominent, but it was the center it was she thought the most delicious thing that she ever drank. After she had swallowed she asked Ben

"So, what do you taste Ben?"

"I get something like what i got when I smelled it and it wasn't raisins at all but I was right about the orchard thing. I think that the honey they used to make it was cherry blossom honey from the bees at the orchard that grandpa mentioned."

"Wow Ben I really didn't expect this coming from you. Now lets share our deserts so we can see how well they pair up.

First they tried Gwen's desert passing the spoon between them not caring as much as they went through their half glass of wine. Surprisingly the creme brulee was a perfect counterpart for the mead since it was heavy and perfectly spicy that the mead really washed their palette. Taking their time and enjoying the desert and each other as they went through their glass.

After they had finished sharing the creme brulee and their first glass of mead, Gwen poured out the rest which surprisingly was another half glass of both of them. When they tried Ben's baklava with honey glazed berries they both found that it was just the perfect accompaniment to the mead since the dark fruit character of it accompanied the honey and the berries and the nuts and spices in the desert. Before the knew it Gwen's watch read 9:00 pm.

They both were full and happy, both were feeling a lot more loose from that glass mead that they had, plus they were more susceptible to the alcohols effect on them young as they were. A flight attendant cleared their food after they were done and they reclined their seats and removed the barrier that separated their seats. They were both lying next to each other.

Gwen suddenly felt the urge to snuggle up to Ben, she didn't know why but she just knew that she should eventually she did with a bit of help from the alcohol that she had.

Ben didn't flinch this time he just let her snuggle up to him under the blanket. They fell asleep like that cuddled up together at peace and happy.

Eventually they were woken up by a flight attendant

"Excuse me sir, madam? could you please put up your seats and place the separator back and please kindly wear your seat belts."

Gwen got up feeling pretty well, groggy but not hungover which she was glad for, she noticed that she and Ben were sleeping cuddled up together, remembering a few hours ago she couldn't think of what possessed her to sleep like that with Ben? Getting up and separating from Ben who woke up about the same moment she did she felt that the sun was shining brightly and she heard and the pilot speak through the megaphone.

"We would like to say that we have arrived in Manila, it is 2:14 in the afternoon, it is a sunny day and the temperature is 82.4 degrees Fahrenheit or 28 degrees Celsius. the date is June 6th and we are about to land so please fasten your seat belts and turn off all gadgets and cellphones, thank you."

When Ben and Gwen brought up their seats they fastened their seat belts and turned off their phones and in Gwen's case her laptop, and watched as the view of Manila in the bright sunny day.

Manila was a large city, she could see the tall buildings that were around the main business area. She could see the cars zooming around the highways and she also saw the slums or squatters as she learned on her laptop.

When the plane had landed it was pretty bumpy she felt the pop in her ears as the pressure in the cabin was slowly released to regular pressure.

As the exited the plane they were the ones who were told to leave last although that wasn't very inconvenient. When they entered the airport it was pretty similar to the one back in the USA but it was a bit smaller.

Gwen stretched her stiff muscles from not moving so much in the plane and went to the bathroom for a bit.

When she came back they picked up their luggage and went towards the exit. After the guards had checked their luggage and let them through grandpa Max was looking for someone holding a sign.

"Hey kids help me look for a sign that reads Tennyson."

"Over there grandpa." Ben said and Gwen saw a short and skinny, brown skinned man in his early thirties holding a sign and waving at them that read Tennyson.

When they walked towards the man he spoke english with a slight filipino accent

"Maxwell Tennyson at company?"

"Thats us." Said grandpa Max

"Ah Mr. Cruz told me to pick you up. I am his personal driver, my name is Juan."

"Well that was nice of him."

"If you please sir this way."

Juan led them to a large car that was parked nearby and he was kind enough to carry Ben and Gwen's luggage. 'For a skinny guy he's pretty strong' she thought thinking back to the video. When the reached the car and they got in, Juan opened the trunk and placed their luggage inside. As he started the car the radio turned on and some kid of old 60's song was playing when they left the airport. the bumpy car ride made her sleepy.

Gwen felling sleepy but felt good to be off the plane, she thought

'Well for what its worth that was a pleasant flight.'

And she slowly fell asleep.

AN: well how about that, a pretty long chapter, this is just half of what i need to do. I still need to make Ben's POV. I'm sorry if i dragged on a bit, but it was an 18 hour flight of nothing to do with their grandpa asleep. I wanted some nice awkward and cute moments and TBH i didn't expect it to be this long. there was some tiny drama but nothing spectacular right now. and I couldn't resist adding a bit of alcohol into the mix and please please review this story i really need those reviews if people want me to continue leave a review. Also how was it this time? Did I rush the end? how was my pacing? was I too vague in parts? tell me so i can improve. did you love it or hate it? please tell me! and don't ever combine being hungry and writing fanfic the food I described got me starving. and dont worry Ben's side might be a bit shorter but just as if not more interesting. And if you notice something about Gwen tell me in the review.

WC: Wash Closet

Balut: yes it is real, look it up


	6. A Pleasant Flight With Gwen

Disclaimer I do not own Ben 10

Pre story AN: okay like i sad in my previous chapter this is gonna be Ben's POV so the conversations are technically word for word but this time we experience them as Ben.

Chapter 5: A pleasant flight with Gwen

Ben's POV

When Ben fell asleep during the take off, he was having a pleasant dream.

He was, you could say dreaming in fantasy. He was lying on beach in a island. The sand was soft and warm from the sun. The waves crashing on the shore making their hypnotic rhythm which would have made him sleepy if he wasn't already asleep. He was just so content to just lie there until the sun went down not caring if he got a sunburn or not. Suddenly someone kicked sand onto his chest, getting up he saw Gwen, but not the Gwen that he was next to on their long flight to the Philippines.

She was for one thing a but more tanned than Gwen, not to say that her skin was darker but it was a healthy tan, it said that she was an active outgoing girl. She was wearing a two piece swimsuit, it was the same color as her classic shirt, she seemed to glow like a child full of fun and joy. Laughing at him and in a playful tone she said

"Come on Ben! Catch me if you can." Smiling at him she started to run.

Grinning he got up, brushing the sand away from his chest and began to run after her.

"Hey wait up Gwen!" He yelled chasing after her. She ran towards the ocean laughing as the waves crashed over her waist. Following her in she splashed some water towards him.

"Hey!" He yelled splashing some water towards her in retaliation.

They went like that back and forth for some time when Gwen tripped and fell on top of Ben, brining them both under water. Coughing and getting up Gwen was still in the water looking at him with puppy dog eyes.

"Beeeen! Carry me to shore. Pweeeaasse?" Still giving him the puppy dog eyes and this time giving him a cute little pout. Smiling and obeying his urges he carried her out of the water bridal style.

He lay her gently on the sand, when she was on the ground she tripped him and made him fall, fortunately the sand was soft so it didn't hurt.

Getting on top of Ben She put her face to his, he could see her eyes bright and glowing, full of laughter, joy and there something else that he could see in her eyes. He almost figured out what it was when she suddenly closed her eyes and kissed him. The shock and joy that he had felt when she had kissed him filled him up like pure energy he felt so rejuvenated, before suddenly waking up.

He surprised Gwen and hissed at him

"Ben!"

"What? He said groggily,"are we in the air now?"

"Yeah we are, you can take off your seat belt, the sign's off."

"Oh okay" he said.

Turning back to her laptop, Ben began to think about his dream. Like most of his other dreams ever since the Omnitrix attached itself to him he could now remember most of his dreams. Thinking about his latest one for a while he suddenly realized

'Am I in love with Gwen?' He thought

Well of course he loved her she was his cousin after all. She had saved him with her magic and he had saved her using the Omnitrix. Why wouldn't he have any feelings towards her, but in a familial way.

But something in the back of his mind had told him that it was more than that, in a short amount of time he came to grips with the fact that he is romantically in love with his cousin. It wasn't something that just happened now he realized that he had stringer feelings towards her saving her all the time and such.

Curious to what she was reading he asked

"What are you doing?"

"I'm doing a bit of research about the Philippines."

"Ahh, anything interesting about it?"

Gwen looked a bit surprised but answered anyway.

"The country was discovered earlier than the US buy about a decade give or take by spanish explorer Ferdinand Magellan who was the first person to more or less circumnavigate the world."

"Boring, anything else?" He asked.

"Well look at this video, they have their own martial arts" Gwen handed over to him her laptop.

"What like Kung -Fu?" He wondered.

"No, just watch it." Gwen answered

When he began to watch the video he was amazed at the montage that the video was showing. Here were guys, he cant describe it with words they seemed to be like water like what Bruce Lee said 'be like water' they flowed. They didn't scream or yell out when they attacked they just kept hitting at each other. He wondered how they could block the strikes coming at them so fast? The sticks, machetes, knives, their fist were moving so fast they were comparable to XLR8, but no one seemed to get hurt.

In one part of the montage he saw a filipino who looked only 5 foot 4 going up against a american more than a foot taller. As the american guy took a swing with his right fist the filipino grabbed and held it, the american punched with his other hand and the filipino grabbed it with his free hand and then twisting the americans arms he tossed the guy to the floor as if he weighed like a child and got him into an arm-bar when he was to the ground.

"Awesome!" He said in excitement."That looks really cool! Hey grandpa take a look at this." Ben showed grandpa Max the video that Gwen showed him on her laptop.

When he showed the video to Max he wondered if he learned to do stuff like that in the plumbers. When the video ended grandpa Max told Ben to sit back in his seat.

"Now that was something, those guys reminded me of an old Plumber friend of mine."

"Really grandpa?" Gwen asked.

"Yup, we met on my tenth mission and he was the leader even though it was only his second mission. I can remember complaining to my commanding officers why was a green like him leading the rest of us, but I eventually understood why when we were ambushed while on a mission on Vulpin, we were all carrying top of the line blasters and for some reason our 'green' leader never carried a blaster only a black machete and combat knife. We were surrounded by at least 25 Vulpimancers or Wildmutts, our team of six including our leader killed all of them. I got two while everyone else only got one except our leader who in less than a minute killed 19 of them with his knife. I couldn't believe my eyes when I saw him killing the last one as I killed my second Vulpimancer, I thought that we were going to get out barely alive from that attack and when i saw him he looked bored after the fight and not a scratch on him. I had gotten a couple of bruises from the fight. That was when I got a new found respect for him."

In awe at what his grandpa said Ben asked

"Who was he grandpa?"

"His name was Pablo Dela Cruz. even though i thought of him as green he had a really cheerful exterior, always joking and always willing to help. That's the guy who owns the hotel that we will be staying at when we reach Boracay, because since he retired from the plumbers we kept in touch, he got into business and started up a hotel in the country's most beautiful island and as far as i can tell it really has flourished."

"Wow." said He and Gwen together.

Then grandpa max called a flight attendant and asked for some pillows so he could sleep. When he got them he reclined his chair and put on some blinds and went straight to sleep.

Ben feeling more and more awake he wondered just how long was he asleep so he asked Gwen

"Hey what time is it?"

"About 9:05." She answered

"And how long is this flight?"

"About 18 hours, so we should be there at around 2:00 am."

"Woah so what are we gonna do when we get there?"

"Im not sure but I"ll ask grandpa when he gets up, also in the Philippines they are 12 hours ahead so when we get there its gonna be 2:00 am at home but 2:00 pm over there." Gwen replied with a grin before asking.

"Hey can you give back my laptop? I wanna look up more stuff about the Philippines."

"Sure" he said handing back her laptop.

With nothing to do he put on his headset and began to surf through the movies that they were showing on the plane. He stopped at one where there was a guy running away from a car which exploded. Getting excited he knew what movie was it was Bad Ass 3: Payback. He was supposed to watch it with his friends but he had to do some other stuff.

Just when the helicopter exploded and Joe had his payback Gwen showed him something.

"Hey Ben."

"Hmm?"

"Look at this." She showed him an article of filipino cuisine and Ben looked at it with distaste.

"Are you saying that grandpa is bringing us abroad to to eat some of that?" he asked.

"I think so, and look at this it's called balut." and Gwen showed him a picture.

"It doesn't look disgusting, it just looks like a hard boiled egg."

"Yeah but it says here that balut is a 18 day old duck fetus which is then steamed and served."

"Ick! Thanks for the warning Gwen I can't even think what i'd think if grandpa got me to eat this. I really appreciate it." And he meant it he really would have been caught by surprise if he decided to have a egg just to find out that there already was a baby chick inside just days from hatching.

"Uh um, your welcome Ben." She said flustered, then suddenly looking away from him.

Was Gwen flustered? Because of me? He began to feel his cheeks heat up as he began to blush. Trying to distract himself Ben decided to look out the window of the plane and see if the clouds made any interesting shapes. And the Gwen asked him

"Anything interesting out there?"

"Yeah its incredible, here take a look." he answered

Then suddenly he found Gwen was leaning over on top of him, they were so close to each other he could feel the heat from her skin. As she was laying on his lap he could feel the heat that her body made, making him feel wonderful and shudder at the girl that he loves was this close but he didn't know what to do. So he opted for the safest route. He tried to say 'uh Gwen' but he could barely get it out right, his heart was pounding in his chest he was starting to wonder if Gwen could hear his heart, he couldn't catch his breath Gwen was so beautiful that he seemed to want her to stay there resting on his lap.

But he was lucky or unlucky he didn't want to know the answer to that. But she had heard him. When she had looked over her shoulder to face him he had just noticed how close their faces were to each other's, lips so close suddenly Ben was reminded of his dream and of how Gwen there had kissed him bringing him awake, looking into her eyes they were so similar to his, they were bright and vivid green and he seemed see all of the emotions that were passing through her eyes as he expected that she also did, he wondered if she could see his more than family love towards her in his eyes.

Suddenly blushing furiously Gwen had practically jumped off of him. He started to apologize flustering and stuttering just as Gwen had did when he looked at her. Then he decided to look away he was also blushing.

Gwen ignored him for a while, then when she was asked by a flight attendant what she wanted to have for lunch she got some kinda kebab. And Ben being the boy he was the moment he heard the word steak he chose it immediately. They were also asked what they wanted to drink they both got soda

While they waited for their food Gwen said to him

"Hey Ben."

"Yeah Gwen?"

"Im sorry for earlier, I uh wasn't really thinking." Then she blushed.

"Uh thats alright." He answered blushing ever so slightly, she didn't notice.

After that they had gotten comfortable with each other again, and talked about non important things like school and friends and such. By the time their food arrived they were starting to become more comfortable like close to the end of their first summer.

Ben began to eat his steak, noting that it was really good he was eating normally as Gwen he saw was taking her time. By the time that he was done with his main plate he ate his salad then drinking some soda he started on his cheesecake which was also pretty good.

By the time he was done Gwen was also just finishing her desert when she asked him something

"Ben did you just eat you salad?" She asked.

"Huh?" looking down at his food he saw what she was talking about. "Yeah over the school year I had gotten a better appetite so now i just eat everything even the salad, you know you always said to try and eat something healthy one in a while."

"Oh" she said, she looked surprised and had a thoughtful look on her young pretty face.

He saw Gwen turn on her TV and headset, before she was going to watch he asked

""Hey Gwen could i borrow you laptop I wanna play some games."

"Yeah sure." She passed him her laptop and continued to watch the movie.

He started to open up her laptop and was about to start up a game when he noticed that Gwen was watching a movie. Curious to what she was watching he decided to put on his headset and watch the movie with Gwen.

Watching the movie it was about two kids who met over the summer and fell in love. Ben realizing that the movie was exactly portraying his situation with Gwen, he'd fallen for her over the summer but had just kept denying it until today.

As the movie continued the boy and girl got separated, tears began to well up in his eyes. That was his worst fear, that if anyone found out that he was in love with Gwen worst of all her if she didn't feel the same way they would be separated and she would hate him.

Tears were beginning to fall more freely from his eyes as the movie continued. The kids met again when they were teenagers, they didn't recognize each other. But as the boy had realized that it was the girl she had to move away.

Ben really got into the movie, normally he didn't really watch but this movie really touched him on a very deep level. He stopped crying when the couple met again as adults they finally remembered each other and had started to date. The rest of the movie had a bit of drama to give the movie spice here and there and in the end they got married.

By the time the movie ended Ben noticed his tears were drying and when he looked at Gwen she saw his drying tears and he saw hers. Feeling ashamed at the fact that he had cried because of a movie he went to the planes WC.

Closing the door behind him he began to try and calm himself down, but the movie kept coming back to him, especially the first part when the boy and girl had fallen in love over the summer.

Not wanting to embarrass himself anymore he washed his face and finally calmed himself enough to go back.

Walking back to his seat he saw that Gwen had also wiped away her drying tears and looked better that when he went to the WC, then asked her

"Hey Gwen, how'd you like the movie?"

"It was beautiful, I really got sad at the part when they met in school and just as he realized that she was the girl from summer she had to move away."

"Yeah, I really like the first part, when they met as kids over the summer, it was really touching watching how they first feel in love." Then tears began to well in his eyes, when he looked at Gwen he saw that there were tears falling from her eyes as well.

When she had noticed that he saw that she had started to cry again she quickly stood up and went to the planes WC. Wiping his tears away he sat down back on his seat and waited for Gwen.

5 minutes passed, getting bored he finally started to go to his game that he was supposed to play before he watched the movie.

When Gwen came back from the WC the plane had suddenly lurched to the side making the laptop fall of his lap, quickly grabbing it before it fell. He suddenly felt something heavy fall on his lap. Looking down he found that Gwen's head was lying on her lap.

She got up and was blushing furiously, he too was also blushing beat red. Surprising him even more she had begun to apologize, then the planes megaphone called out

"We are sorry for the sudden lurch a moment ago, we had experienced some turbulence. Please remain in you seats for a safe flight. Thank you."

Ben saw that Gwen began to sit down and put on her earphones and go take a nap.

When he saw that she was fully asleep he reclined her chair for her, not wanting her to get a stiff neck when she woke up.

Continuing his game, time passed rather quickly. Of course from time to time he would take a quick glance at Gwen.

After almost two hours he got stuck in a level and was just about to rage quit when he took a look at Gwen. She looked so peaceful when she was asleep and beautiful besides. Gwen mumbled something once in a while and he thought that he heard her say 'Ben' but he doubted it, he knew she was having a pleasant dream.

Looking at her face, her beautiful features. Gwen really resembled her mother rather than her father for it was the same for him save for his hair which was a similar color to his dad's. Except form their eyes eyes that they shared as twin cousins.

A wild and risky idea came to his head. What if he kissed her while she was asleep? Just on the cheek, maybe on the lips? He battled with himself for almost a half an hour, the battle mostly between his brain and his heart. His heart won.

A blush was beginning to bloom on his face when he gave Gwen quick a kiss on the cheek and when he moved away Gwen sighed and smiled still dreaming. Blushing furiously he began to get back to his game.

A little while later his blush was still on his face at what he had done. He could look at Vilgax straight in the eye and not flinch, he could be facing a mutated army created by doctor Animo and not break a sweat. But this? This was something different and Ben felt like he should try and confess his feelings to Gwen sooner or later because with their lifestyle who knows what could happen.

Oh how right you are Banjamin.

He noticed Gwen woke up and sleepily walked to the WC. When she came back he wondered if she would ask why he was blushing. Then she asked him

"Hey Ben are you okay?"

"Uh yeah I'm fine in fact I feel great." he answered.

"Well you look a little red, do you have a fever?"

"No I'm just so angry that i couldn't pass the previous level in this game on your laptop, but that was just before you woke up."

"How long was i asleep?"

"About 2 and half to 3 hours."

A little while later Gwen asked a flight attendant for a snack, Ben feeling also hungry asked for a snack from the menu as well. He got chocolate cake and a vanilla shake.

While they waited he continued his game but was feeling out of it. That kiss that he gave Gwen while she was asleep was really wrong to do. What if she found out? Similar thoughts were going through his mind not really concentrating on the game he was playing.

When the snacks arrived, He didn't feel like playing anymore. He handed the laptop back to Gwen who kept it back in her backpack.

As they ate Ben noted that the cake and shake were both good. Finishing at around the same as Gwen. When they were both done Gwen said

"Hey Ben you got some icing on your cheek, here i got it"

Then using her finger to wipe off the icing gently and taking it she licked her finger closing her eyes, tasting the icing.

He blushed so hard and was so embarrassed that he got up and ran to the WC locking the door behind him.

'What was Gwen thinking?' He thought to himself as he sat on the toilet of the plane's WC. Did she really just do that?

His heart was pounding so hard that he could hear it ringing in his ears. After about 10 minutes he got out of the WC and walked to his seat. He saw Gwen using her laptop and looked like she was reading something.

When he sat back down he was glad that she didn't pay attention to him. Thinking ' must be something pretty interesting.' Not doing particularly anything for the next hour and a half, a flight attendant asked what he wanted to eat. There was barbeque pork ribs or fish, obviously he chose the ribs. and they both got soda again.

He and Gwen got into a conversation about their lives during school since they rarely get together except during summer when they go out on adventures fighting aliens and other bad guys.

He told her that he was now able to time how long he would last in his alien form like some sort of internal timer, as it turned out it was always there but he was just so busy with fighting that he never paid much attention to that nagging timer at the back of his head. And that he could stay longer in forms and the Omnitrix only takes a couple of minutes to recharge

Gwen told him of the times she had practiced her magic, she had told him that she could now tap into the flows of magic that was all around, it turns out the charm of bezel that she used when she was lucky girl was like a converter to magic, so even if she didn't have any magical aura within her she would have been able to use it since it would tap into the magic that is flowing through everywhere.

While they were talking of small things their food came. Ben began to eat his ribs were fall of the bone tender, then he saw that Gwen's fish looked pretty delicious so he asked

"Hey Gwen how's your food?"

"It's great."

"Mind if I try a bit? You can also try some of mine." He began to pout, remembering his dream and how Gwen there got him to do as she asked.

"Alright just a couple of bites." She responded.

Opening his mouth receive the food, Gwen carried her fork towards Ben he took a bite chewed and swallowed and taking a drink of soda before getting ready for the next piece of fish.

When he was done with the second piece he smiled and said

"It really is good, now try some of mine before it gets cold, here."

He cut off a slice of his barbeque pork ribs which had sauce already glazed on it. Gwen opening her mouth to accept the food and when Ben placed it gently on her tongue. When she was done chewing it she smiled at him and said

"That was really delicious, thanks for letting me try some."

"Your welcome Gwen and thank you for letting my try a bit of that delicious fish."

She began to blush, then she replied

"Well it was nothing, by the way you looked really cute while I fed you."

"I-uh-rea-really?" He started to stutter a bit at her sudden change of tact.

"Yeah you really were." Gwen said giving him an impish grin.

He quickly went back down and started to finish his food, eventually Gwen followed suit.

Just as they had finished the last bites of their main course grandpa Max called out to them.

"Hey kids! could you finish this off for me?" He said while holding up a green bottle.

"What kind of wine? Is it cabernet sauvignon? What vintage is it? is it dry or desert?" Gwen asked him, to Ben he had no idea what those were.

"Wow Frank and Natalie have really taught you a lot about wine. But No its a special kind of wine. Its called Mead a wine that's made with honey, my buddy that got us these seats bought it from a meadery when he was visiting Poland about 8 years ago to be more specific he said that it was a Trójniak mead, and don't worry you guys have my permission to drink some, also mead doesn't really have a vintage but it says on the bottle that it was made with honey from bees that resided in a fruit orchard and it goes great with the desert."

When Gwen went over to get the bottle from grandpa Max, she also got a couple of wine glasses so that she and he would have a better experience tasting it. Grandpa Max reclined his seat once again and went to sleep.

When Gwen got back to her sea and placed the bottle and glasses on the table she began to pour the dark amber wine into the glasses. She filled them about halfway full. Then Ben asked

"So how will we do this?"

"Okay first we take out glasses like this and swirl it around, be careful not to spill the wine." She showed him how to hold the glass, and how to swirl and he got the gist of it pretty quickly. Then Gwen continued

"Now take a good whiff of the wine and tell me what it reminds you off." Taking a deep breath he smelled the mead, Ben could smell a lot of dark fruits but he couldn't put his finger on it and he could also smell flower blossoms from an orchard which he visited when he was little, and also honey.

"What do you smell Ben?" She asked.

"It smells a lot like really dark fruit maybe raisin or plum? and I smell. ." He swirled and smelled again.

"I smell flowers not like those at the flower shops more like fruit blossoms and honey."

"Thats great Ben, you really have a knack for this." She complimented

"I also get the honey and dark fruit and I also thought flowers, what made you say fruit blossoms?" she asked him.

"I went to an orchard when i was little but it was when the fruit hadn't grown yet but there were all these blossoms that really filled the air, so it kinda reminds me of it." He responded

"Alright, now we go into the tasting." he and Gwen took a sip.

The mead tasted wonderful, not like the wine that he tasted over christmas that his mom let him have. It was sweet but not a lot, it was very fruity and he got a lot of the dark fruit that he was smelling then the word came to his mind Cherries not like cherry candy or medicine more like the essence of cherries was in the drink but not as it there were any cherries in the drink. He also got honey a lot of honey but it wasn't like the honey that he had at home it had more character.

"So, what do you taste Ben?" Gwen asked him.

"I get something like what i got when I smelled it and it wasn't raisins at all but I was right about the orchard thing. I think that the honey they used to make it was cherry blossom honey from the bees at the orchard that grandpa mentioned." He answered

"Wow Ben I really didn't expect this coming from you. Now lets share our deserts so we can see how well they pair up."

First they tried Gwen's desert passing the spoon between them not caring as much as they went through their half glass of wine. Surprisingly the creme brulee was a perfect counterpart for the mead since it was heavy and perfectly spicy that the mead really washed their palette. Taking their time and enjoying the desert and each other as they went through their glass.

After they had finished sharing the creme brulee and their first glass of mead, Gwen poured out the rest which surprisingly was another half glass of both of them. When they tried Ben's baklava with honey glazed berries they both found that it was just the perfect accompaniment to the mead since the dark fruit character of it accompanied the honey and the berries and the nuts and spices in the desert. Before the knew it Gwen's watch read 9:00 pm.

They both were full and happy, both were feeling a lot more loose from that glass mead that they had, plus they were more susceptible to the alcohols effect on them young as they were. A flight attendant cleared their food after they were done and they reclined their seats and removed the barrier that separated their seats. They were both lying next to each other.

When they were just relaxing together in their seats under the blanket Gwen out of no reason at all decided to cuddle up to him. He didn't mind the alcohol was making him more relaxed and happy at the warmth that he felt being so close with Gwen not feeling embarrassed at all. They fell asleep like that cuddled up together at peace and happy.

Eventually they were woken up by a flight attendant

"Excuse me sir, madam? could you please put up your seats and place the separator back and please kindly wear your seat belts."

As Ben got up he felt great.

"We would like to say that we have arrived in Manila, it is 2:14 in the afternoon, it is a sunny day and the temperature is 82.4 degrees Fahrenheit or 28 degrees Celsius. the date is June 6th and we are about to land so please fasten your seat belts and turn off all gadgets and cellphones, thank you."

When Ben and Gwen brought up their seats they fastened their seat belts and turned off their phones and in Gwen's case her laptop, and watched as the view of Manila in the bright sunny day.

When the plane had landed it was pretty bumpy he felt the pop in his ears as the pressure in the cabin was slowly released to regular pressure.

As the exited the plane they were the ones who were told to leave last although that wasn't very inconvenient. When they entered the airport it was pretty similar to the one back in the USA but it was a bit smaller.

Gwen was stretching luxuriously which to him made her look very sexy.

She told him and grandpa Max that she was gonna go to the bathroom. Ben and Max went to the money changer to change Max's dollars to Philippine pesos.

When Gwen came back they picked up their luggage and went towards the exit. After the guards had checked their luggage and let them through grandpa Max was looking for someone holding a sign.

"Hey kids help me look for a sign that reads Tennyson."

He looked around, he saw a short and skinny, brown skinned man in his early thirties holding a sign and waving at them that read Tennyson.

"Over here grandpa"

When they walked towards the man he spoke english with a slight filipino accent

"Maxwell Tennyson at company?"

"Thats us." Said grandpa Max

"Ah Mr. Cruz told me to pick you up. I am his personal driver, my name is Juan."

"Well that was nice of him."

"If you please sir this way."

Juan led them to a large car that was parked nearby and he was kind enough to carry Ben and Gwen's luggage. When the reached the car and they got in, Juan opened the trunk and placed their luggage inside. As he started the car the radio turned on and some kid of old 60's song was playing when they left the airport.

Feeling excited at being in another country Ben was glad that he was able to have a great time with Gwen on the flight over.

Looking over at Gwen as the bumpy car ride made her slowly fall asleep he thought

'Well it really was a pleasant flight'

AN: Muahahahaha! this was an easy chapter to write since I had a base using my last chapter, and yes i copy paste some parts mostly the conversations. I had two reasons to do that one im lazy and two its easy and not a crime.

How was it this time? better? worse? And thanks to MrBlack103 for his honest review and advice. In this i reduced the meals and that lost me about 3 pages which is fine this is pretty long chapter anyway

Please review i need to know how my story is!

Also this story will be full of fluffy and then darkness and everything in between i might change the rating but im still not sure yet


	7. Memories

Disclaimer I do not own Ben 10

Chapter: 6 Memories

Now we go to our friend in the Philippines who was busy during our favorite couple's pleasant flights.

He woke up from his bed, the fading memory of his dream slowly slipping away as he got more and more aware of his surroundings. He was in a small room not luxurious or run down by any means it was just an average house, as average as any home in the Philippines.

The room was plain save for a few pieces of furniture. On the desk next to his bed was a old black and white photo. The photo was old and blurred but it showed two men smiling and in front of them was a large boar.

The man got up form his bed and not bothering to change he went to bed with his clothes on. The sun shining on his face, the man looked bored, as if he was an old man wanted to just lie down and die.

Going out if the room he went to the first floor. He looked into the pantry and saw a can of sardines. grabbing it and bringing it to the table he took a can opener and began to eat. When he was done he went out of his house.

He was living close to the squatter areas, it wasn't dangerous but you still need to be careful since you wouldn't know who might mug or rob you.

He went through a back alley and went to a small store, he asked for a soda. The lady behind the bars got a glass bottle from the fridge behind her and getting a plastic ice bag she poured the soda in it and placed a straw, paying for it he began to walk out of the area and into the city.

As he walked he looked at a large digital clock that read 5:15 am. Sighing he continued to walk around. He occasionally passed by a early commuter or two and not much else.

He continued on for a while, slowly taking his time on his soda in a bag. By the time it was 7:00 am more and more commuters were going about their business it was sunday and most people had attended church by 5:00.

He had lived in the Philippines for a long time. He knew every street avery subdivision and the names of every family that lived within them. He saw the revolutions that the filipinos made to try and make their country better. He had been there during the dictatorship of Marcos. He had seen the Asian market fall and rise, he knew that the Philippines economy was pretty bad.

He continued his walk around the city and could see restaurants opening to accept the early church goers. He wasn't a religious man, and why should he, old as he is he knew the inner turnings of the world.

Growing tired of the noise he began to walk back to the squatters. Going through an ally two children ran passed him one holding a stick pretending it was a sword. They were both laughing and having fun. they were both dressed poorly, the child in front had no shoes and was only wearing a shirt way too large for him, while the one holding the stick was barely better off. They were both thin and undernourished .

The sight of the two children running sent the man hurtling to a flash back.

He was just a boy, holding a large stick and chasing a wild chicken through a forest. He was tired but he needed to eat, throwing the makeshift spear at the chicken he killed it. Panting the young boy took it and began to walk to the river. making a fire and cleaning the chicken he cooked it and ate with all the savagery that a wild boy could posses.

Suddenly coming back to the current time the man shook his head trying to clear it of the old memory. When he felt better he continued to walk through the alley.

Walking through the squatter area not thinking of anything he slowly found himself by the Pasig river. The river was dirty, almost completely polluted that it was almost at the point of being biologically dead.

Looking at the river he could see the barges and boats that travelled using the river. When he looked towards the shore he could see a bunch of men throwing a net of fish onto the barge, and almost instantly he was brought to another flashback.

He was wearing a suit, it was the dead of night. He was not alone he had five other people with him. They were waiting for something or someone, he was losing patience. Speaking in spanish he said

"Where is that coach?" He asked one of his companions.

"We don't know boss, they told us that they were going to meet us here over an hour ago."

"Well you'd better have gotten the right information, otherwise I will kill you." He growled.

Gulping the man was getting nervous, so were the other men. He knew that they had heard his reputation for killing people who displeased him.

Out in the distance there was the sound of horses hooves and whinnies. A coach had appeared and the man driving it was a nervous wreck.

"What took you so long?" The man hissed at the coachman.

"I'm sorry sir the gates were locked and." he replied

"No, I don't want to hear your excuses. Do you have them?" he said cutting the coachman off.

"Y-yes sir." The man stuttered.

"Show me."

The coachman got off his seat and opened the carriage. Inside were two dozen or so small sacks, grabbing one the coachman opened it revealing gold coins.

"Your 'Friend' told me that there are 500 coins or gems in each bag."

"You did well. Tell me did he do as I asked?" he asked smiling

"Yes, when i left he took the drink and died just as i exited the gate." The coachman looked clearly afraid of him

"Good, good I hate having loose ends." He said, nodding at one of his men he took out a knife and slit the coachman's throat. Blood pouring like a fountain with shock plain on his face.

"Remember" He spoke to the coachman. "No loose ends." then the coachman collapsed, blood still flowing from his throat.

"Throw him into the river." The man said." And signal the boat."

The men did as they were told, two of them throwing the coachman's body into the deep end of the river it flowed down stream heading towards the city. While one of them lit a torch and signaled the boat that was hidden in a bend in the river.

Watching his men make a line they began to toss the bags onto the boat like men passing buckets to put out a fire, and when they were done the man closest to the coach whipped the horse and yelled "YAH!" the horse ran along the road and soon was out of sight.

Jumping on the boat the man took a good look at the night. It was warm and with a cool breeze, the moon was large and full, the stars were shining brightly over their heads as they travelled along the shining clear waters of the river.

Coming back to the present the man didn't blink or stir, the memory fading back. The smell of the river was foul in his nose so he walked away not having any particular direction to go.

By the time it was noon, the man became hungry. Stopping a man who had a large frying pan and burner attached to his bicycle and ordered for some food.

He continued to walk as he ate, when he passed by a small store he got another soda in a bag and just kept walking in his non general direction.

When he looked up he saw that he was at the Philippine International airport. Looking at the clock it read 1:15 pm.

He just stood there watching the planes come and go and for the third time that day he had a flashback.

He was on a aircraft carrier owned by the americans. He was fighting the war against the Japanese from invading the Philippine islands, he was a aircraft technician and he was watching as the battle was going on. He had changed in the years but he didn't notice as it was all just the same to him.

He could hear the explosions as the Japanese fighters came and tried to destroy the american carrier but they were fighting a lost cause in this battle, but the would eventually take over the islands. As the japanese were retreating and the men on the carrier cheered he didn't feel any joy after the battle, all he felt was boredom.

Coming back, he saw that the clock now read 2:20 pm. He started to walk towards the arrivals exit since he was tired of all the same faces day in and out. Watching the foreigners with little interest wondering if they were going to immigrate or were just on vacation or maybe visiting family.

But one boy caught his eye, he was young barely a teenager he had brown hair and startling green eyes that made him stand out from the countless brown of the filipinos. No, that wasn't what caught his eye it was what was on the boy's wrist is what caught it. He knew what it was it was the Omnitrix, he knew that there were rumors around that Vilgax was trying to get it from a young boy. But he never had interest in intergalactic rumors but they had seemed to be true.

A spark that which hadn't been seen in the man's eyes in years was starting to glow. He knew that the boy was in danger, not because of Vilgax no there were those more powerful and dangerous than Vilgax and they also want the Omnitrix. But he knew that they knew that he was on that planet, his home, they feared him as others feared Vilgax. But he knew with the proper enticement and since Vilgax was trying to conquer other worlds at the moment they might just try to come and take it for themselves and in a place where Plumbers were scarce, not that they feared the Plumbers. He had kept the peace on earth for the longest time that only the most powerful and prideful aliens knew of his existence, he kept the peace in places that the plumbers would never expect aliens to hide and do business, the Philippines was just the kind place for just that. The alien boss that he had killed last night was a drug importer who imported intergalactic drugs to the planet then exported them to other countries to buyers.

He remembered that one time there was another person like him but he wasn't as strong and he had needed the help of an alien and a powerful sword fighting a foe that he would have killed in seconds, while he was off fighting wars for defenseless alien planets all by himself.

He knew that all of the strongest fighters and warriors in the universe kept themselves hidden as to stop being pestered by assassins and challengers. Occasionally the weakest of the strong would go about getting famous and then being beaten by a challenger then the challenger also becomes famous and so the cycle continues. But they all knew each other so they occasionally fight but they would destroy entire planets and in some entire solar systems and suns form the force of their confrontation.

He knew that he had to get to every scum filled corner trying to make sure that no one of importance got wind of the boy, otherwise they just might kill him.

Quickly running from the airport, he ran until he reached the old warehouse and placed the Plumbers badge in the floor and the stairway appeared, joy and excitement was clear on his face before he entered the stairway going down he said to himself

"Well this is going to be interesting, but i guess the retired life was never for me. I'm still young and kicking."

AN: so what do you think? this was about 2 hours of typing and im very tired so dont expect this to be really great its just something that i had in mind before i go back to Ben and Gwen and their fluffiness.

Please leave a review and remember if you give a proper review the story gets better and a better story is a good thing


	8. Acquaintances Old And New

Disclaimer I do not own Ben 10

Chapter 7: Acquaintances Old And New

As they went along the road Max was getting nervous at the traffic.

"Hey Juan?"

"Opo sir?"

"Is it like this all the time?"

"Like what po? I mean sir."

He gestured around where people were just crossing the roads and there were no police around trying to stop them and when they hit a bit of traffic there were a couple of shirtless guys dictating the traffic.

"Ah, this is your first time in the Philippines po?" Juan asked

"Yes it is."

"This is all normal po. The Philippines is quite difficult to drive in especially to americans but for us it's easy enough, and accidents are rare. Look over there."

When Max looked he saw that there were a group of cars that were practically touching each other and then when the light turned green they were all guided safely by one of the shirtless guys.

"Oh, i see."

"If you think that is crazy, you should see morning rush hour on monday." Juan said smiling.

Ben was looking out the window looking at all the cars that were in front of his window. He saw some kind of jeep that people were going in and out of on the sides of the street. The jeeps were not army green like the ones he saw back home, they were decorated with all sorts of whacky art and decorations.

"Hey Juan?" He asked.

"Yes, uh"

"Ben, what are those jeep looking things that are picking up and dropping off people?"

"Ah, those are jeepneys. They are the main short to moderate distance public transport in the Philippines." Juan answered

"What's the minimum fare?" Asked grandpa Max.

"Mga, 8 pesos."

"So. . ." Max said calculating in his head

"About 20 cents." Ben said.

"Well that is really cheap." Grandpa Max said

"Thats why they are the most popular." Juan said

"Hmm, are we there yet?" Gwen sleepily asked.

"No not yet Gwen." Ben answered gently.

"Hey Gwen, look did you read about those jeepneys on your laptop on the way here?" He asked quietly not trying and disturb her.

"Hm?" She said, looking out the car window Gwen saw what Ben was talking about.

"Oh jeepneys, yeah i read about them, they were left by the US forces after world war 2. The filipinos have been using them ever since."

"So you mean that those things are older than the Rust Bucket?" Ben asked chuckling a bit.

"Yeah I guess so." Gwen said blushing as Ben laughed at her fact and his own joke.

"Oh yes, miss? you need to stay awake, don't fall asleep now you need to sleep when night comes so you can fully enjoy the Philippines." Juan said.

Getting up Gwen decided that it was a good idea. After an hour and the songs on the radio changed from 60's to 70's to 80's. When they turned into a side road that went to the richer residential parts of Manila away from the squatter areas.

"Dito na po tayo." Juan said

"What was that?" Max asked

"Oh, sorry were here po sir."

They all looked at the house that they were parked in. It was pretty large it had two stories and looked like it had a very large yard. But the most startling feature was the 7 foot tall concrete wall with decorative spikes on the top that surrounded the house.

Juan knocked on the metal door and in a couple of seconds a girl who was about Ben and Gwen's age opened it.

"Kuya Juan!" she yelled

"Grace! paano ka?"

"Okay lang, sino mga ito?"

"Kaibigan ng Lolo mo mula amerika. Kaya magsalita ka ng english para sa kanila okay."

"Opo!"

No one was able to follow what they said save for Gwen though she could only make out a couple of words, Juan said.

"I'm sorry, this is Grace she is the granddaughter of Mr Cruz"

"Hello" Grace said

She was very pretty, her hair was jet black which seemed to be the norm for filipinos and reached to the small of her back. Her eyes were a deep coffee brown, her skin was brown not to say that it was dark but it was a very dark tan which seemed to bring out her eyes.

"You must be the friends of lolo Pablo from America."

"Lolo?" Gwen asked.

"Thats grandfather in tagalog" She replied.

"Grace where is Mr. Cruz?" Juan asked

"He is practicing with kuya Jack-jack, out back"

"Jack-jack?" Ben asked this time.

"Grace's older brother." Juan replied

They went inside through the gate. Inside it was a very beautiful front yard with several flowers that seemed to have every color imaginable. When they saw the house with a clear view it was more or less in the traditional Filipino style with an american twist.

Gwen noticed that the house had a feeling of solidity that she never seemed to find with american houses, so she asked

"What is this house made of?"

"It's made of mostly concrete maybe in your measurements 6 inches to a foot thick." Grace answered.

Gwen thought 'no wonder' then asked

"But why use concrete? Why not wood?"

Laughing Grace said "Those wouldn't work here. We experience monsoons for a good half of the year and they can get pretty nasty, most wood houses that they build in america would simply fall apart. If a very storing wind happens to tear off the roof then that's fine its easily replaced, but an entire house? No that's just not practical."

Her voice was very calm and easy going which sent shivers up Ben's spine. Gwen noticed that she was walking barefoot but not wanting to pry.

When they entered the house it was very spacious. There were some paintings on the walls and the living room was to their right.

"Follow me." Juan said guiding them to the back yard of the house.

When they got there they could hear the sounds of sticks hitting against each other. They saw through a screen door a old man in his 60's was sparring against a 15 year old boy in a very large backyard, Gwen estimated it to be 30x30 feet square.

Sticks were flying through the air so fast that Gwen even with her martial training was having a hard time keeping up. Their faces impassive, they kept at it until the old man grabbed the boys stick and flipped him and he landed on the ground.

"Hey Pablo!" Grandpa Max called out

Looking up Pablo lost his impassive face and said "well it's about time you got here Max." Seeing Ben and Gwen he asked

"these your grandkids I assume?"

"Yup, their a chip off the old block."

"Really?" He said. Pablo looked nothing like grandpa Max, he was lean and well muscled similar to Ben but was shorter than Max, he seemed to have a lot of energy for a man in his 60's

"Well lets see what they can do." He said with a grin

"Well if the two of you don't mind?" He said giving Ben and Gwen a questioning look.

"Sure!" Ben said excitedly remembering the video that he and Gwen watched, then he gave an imploring look to Gwen.

"Oh alright." she said

"Alright then." said Pablo

"Now ladies first" He said. "Alright you can do what ever you want in this fight just no telekinesis or anything just good old physical strength, and no weapons just fists and remember you are responsible for each other. You can hit hard but not wildly avoid the eyes and other more sensitive parts. If you tap out or yell 'I give' you loose the match."

As Gwen got into her karate stance she was determined to see what Grace could do. Grace got into her own stance which was quite different from Gwen's.

"Lets see what you can do." Grace said with a smile before her face went impassive

As both of the girls waited for the other to strike first, Gwen decided to take the initiative. She punched aiming for her chest to knock the wind out of her, but before she knew it she was on the ground facing the sky. Getting back up she took her stance again, this time she kicked at Grace. But again she found herself on the ground.

This time she tried a experimental kick at Grace watching her movements, Grace didn't even move to avoid the kick. Her face was a mask of impassivity, Gwen saw that she caught her foot and twisted then sweeped at her other leg knocking her to the ground.

Thinking that she needed to do better, she went for the complete offensive towards Grace who just stood there looking straight in her eyes. Gwen couldn't see anything in her dark eyes just the impasse that was on her face. She struck and struck at Grace not giving her anytime to grab her foot or arm like before, but whenever she kicked or punched her arm or leg would be stinging in pain as Grace was not only blocking but she was striking at Gwen's arms and legs whenever they came at her

Eventually Grace grew tired of toying with Gwen so at Gwen's punch she got very close and put the crook of her elbow under her arm and held her wrist. Gwen shouted in pain at the pressure in her wrist and said

"I give!"

Letting go of her Grace said

"You study karate right? Well it was a good effort but you were pretty sloppy."

Holding out her hand Grace said

"No hard feelings?"

"Sure" Gwen said shaking it.

Ben was in shock he had seen Gwen fight and he knew that she was trying her best to beat Grace but she had lost. Lost! Ben just couldn't believe it.

"Hey Ben its your turn." Max said

"Good luck you need it." said Gwen making him blush

"Thanks" Ben replied

"Hey that's the Omnitrix right? I will allow you to use it against Jack-jack just so it would be a fair fight." Pablo said.

"Really?" Ben asked astonished that he had that much confidence in his grandson.

"Sure i can see that you barely have any martial training but you have some fighting experience, so why don't you transform already."

"Sure!" Ben said excitedly activating the Omnitrix he turned into Fourarms.

Then they began the fight. Ben vs Jack-jack. Ben thinking of his size advantage took the first swing. Jack-jack grabbed his arm and held firm. Ben swung again with his other fist but he just caught it like the last one. Thinking that he now had the advantage he swung using his lower arms but surprisingly he held his upper arms with one arm and caught the other one with his other hand.

Suddenly Jack-jack was able to pacify Ben with perfect ease, Fourarms strength counted for nothing as it was his own limbs that were bound against each other he could feel his muscles and bones strain at the uncomfortable pressure, he couldn't move his other arm that wasn't caught through the tangle of limbs to reach Jack-Jack.

"I give!" Ben said and he was released. Not wanting to admit he completely lost he said

"Lets have a rematch with sticks." He pointed to the sticks that were leaning next to a tree in a corner of the yard.

"Well thats fine with me." Jack-jack said calmly

"Alright whatever the two of you say." Pablo said passing four sticks to Ben and one to Jack-jack.

"Just to be fair, and first to drop all sticks wins." Pablo explained to Ben.

They both got ready Jack-jack holding his one stick while Ben held his four. Ben struck first, Jack-Jack blocking them all and hit Ben on his hand making him drop a stick.

"Ow!"

But jack-jack was continuing his attack in three more successive hits to Ben's hands with his wrist twisting to hit one hand to the next, Ben dropped all his sticks. all that in less than 6 seconds

"Jack-jack wins!" Pablo said as Ben transformed back.

"Hey what are these stick made of?" Gwen asked picking one up and noticing that it was very light.

" They are made of rattan it's very light and strong, we use it to practice but it can easily break bones. We use other sticks when in a real fight"

"Well im lucky that i heal whenever i transform back otherwise i wouldn't be able to pick up anything for a while, you actually bruised Fourarms hands." Ben said

"No hard feelings?" Jack-jack said holding out his hand

"Yeah, I guess." Said Ben shaking it

"I wasn't properly introduced my name is John Kristul De la Cruz"

"Why are you called Jack-jack?"

"Filipino's tend to give odd nicknames to family and friends."

"Merienda!" Someone yelled from inside the house.

"Ah just in time, snacks" Pablo said

They entered the house and were led to the dining room. On the table was a plate of what looked like steaming fried spring rolls and some wrapped candy.

"Ah turon!" Grace said happily.

What's turon?" Ben asked thinking back to the balut on his way there.

"it's nothing to worry about." Giving him a very cute smile making Ben blush.

"its just like spring rolls form china only instead of meat and vegetables its more of a desert so its filled with plantain bananas and brown sugar."

"That sounds good." Ben said and they began to eat.

The turons were good they were sweet and crunchy. Then Ben's eyes went to the colorful candies on a bowl.

Grabbing one the unwrapped it, the wrapper said polvoron which he had no idea what it meant. The candy looked like chocolate so he ate the entire thing. When he took the first bite he knew that something was wrong, when he bit down the entire 'candy' turned into powder and he began to choke.

Gwen who saw this quickly gave him some water and he began to breath again. Then he noticed that Grace and Pablo were laughing. he asked

"What was that?"

"it's polvoron, a local sweet thats mostly made of flour and sugar and it of you hold it wrong it disintegrates thats why we dip some of them in chocolate so that they wont disintegrate so easily." He said grabbing one and breaking it open revealing the powdery inside and tossing it in his mouth not choking at all.

By the time the snacks were done Juan showed them to their rooms. They only had two guest rooms so Ben and Gwen had to share a room together.

Their room was very large but there was only one bed. Gwen was getting nervous but she couldn't put her finger on why. She wasn't the only one that was nervous, Ben was too with the fact that he has to sleep in the same bed as Gwen.

It wasn't to say that their Bed was small, but it looked like it was made to hold a couple if they were cuddling. They found their bags inside the room already and were untouched.

Looking at the clock Ben saw that it was about 6:00 pm. Taking out his showering stuff and headed to the bathroom. The moment he had his hand on the door knob the door suddenly opened, revealing Grace in a bath towel revealing a scandalous amount of skin.

Unfortunately for Ben, Gwen saw this and slammed the door to their guest room.

Grace was not really embarrassed but Ben was self conscious about it, he had never seen a girl that open before, but Grace just looked at him and asked

"Are you just gonna stand there and stare or are you going to let me out?" in her soothing voice

"Uh, yeah." Blushing furiously, he let her pass, he could smell the scent of her shampoo as she passed by.

Entering the bathroom he saw that it was just like every other bathroom in america. Sighing he took off his clothes and began to bathe.

Gwen inside the guest room was furious at Ben, flirting with that Grace girl. 'When she was practically naked!' Gwen thought angrily.

When Ben came back he found Gwen sitting on her side of the Bed which was closer to the window. pointedly ignoring him.

AN: Well this is the end of this chapter i wanted something with a bit of a fight scene to get a bit more practice at it. Tell me how i did and this may have been a bit rushed but i typed the end and updated before i went to school so please leave a review!

Next chapter! - - - - - - - - Is I have no idea


	9. That Night

Disclaimer I do not own Ben 10

Chapter 8: That Night

Ben and Gwen were in the guest room. There was an awkward silence between them.

Gwen was furious at Ben, while Ben had no idea what was going on. When Gwen looked at Ben he was wrapped in his towel and she could see his toned upper torso. She could see his lean physique and the movement of his muscles as they stretched and contracted as he picked up his clothes.

Not wanting to change in front of Gwen, Ben decided to change in the bathroom. Changing into more comfortable clothes he got out and going back to the room he was met with Jack-jack or John.

"Hey Jack-jack." Ben said awkwardly

"Call me John."

"Alright, John."

John had a very similar physique to his but he has a bit more muscle than Ben. His his was jet black like Grace's but it was cut short and his eyes were a shade lighter than hers. He had a very kind look to him if he wasn't making it a mask of impassivity. He was about a couple of inches taller than Ben.

"You were pretty reckless when we fought, next time try relying on your peripheral vision you will be less obvious to where you strike."

"Uh, thanks for the advice."

When Ben returned to the room Gwen was still ignoring him. Picking up her bathing gear she headed for the bathroom with her clothes and when she came back to return her stuff, Ben heard grandpa Max call out to them

"Kids dinner time!"

"Yeah grandpa!" Ben answered.

"Come on Gwen lets go."

"Yeah alright." She said still angry at him.

Going down the stairs, Ben and Gwen went to the table expecting that the food would be like their grandpa's but the food looked strangely normal. Ben sat next to Grace and Gwen sat next to John.

As they ate Gwen tried to start up a conversation with John and Grace.

"So, are you guys still on summer vacation?"

"Yeah we are, but our school starts on the end of June." Grace replied

"So your summer is about to end?"

"Yes but we'll be joining you guys for your trip to Boracay as our end of summer trip."

"What level are you guys?"

"Grace is turning second year high school and Jack-jack is a freshman in college." Pablo said.

"What! You guys are so young." Gwen said surprised.

"Yes, well its not uncommon over here for people as young as us to be at those levels of education." Said John.

"I thought you were in high school, and that grace was in middle school."

"Well you should know that we have a slightly different schooling system her than over in the US. We have grades 1-6 sometimes 7 and 4 years high school."

"Oh, so you guys must be really smart." Ben asked

"Yes most filipinos are very intelligent, I had a friend that was a failing student here and when his parents got a job in the US and moved over there he became an honor student."

"So what were you studying last year Grace." Gwen asked.

"I was studying advance geometry and basic trigonometry, with biology and other stuff." Grace answered.

They kept at the subject of school until desert was served. Their desert was mangos, which were very sweet and delicious.

After that they went to the living room to talk some more. When Pablo decided to tell them a story from one of his Plumber missions.

"Alright, this is a story that was told to me by one of the members in the squad I was leading years ago. The story goes like this. Hundreds of years ago a planet was living in peace and prosperity, as much as it could be before their ability to travel to space. They knew that there were other beings out there since they had grown out of the primitive worshiping of gods. The water was pure, the food was plentiful and after many decades of research and experiments they had achieved interstellar travel. Now since every new species that comes to the galactic community a ambassador is sent to the home planet to invite and inform the planet of the community. Now this part is true but the next part could be true or may be just a myth or legend. After the ambassador had invited the planet to the community a warlord came. No one knows or remembers the warlord's name but as soon as he had gotten wind of the planet that had not formed a treaty with the intergalactic republic community wished to take over the planet and turn them all into slaves. Since they were a peaceful race they could not fight back and they were quickly enslaved by the powerful warlord. Now here comes the legend, for their people had survived and are free to this day. There came to the planet a man who had started a rebellion with those who had not been enslaved yet, but without weapons they could not hope to win but they were clever and they freed their entire race from the slave camps that the warlords soldiers had made while they rounded up the last of the aliens. Now in the legend they were told to gather in one location as if they were building and army. Fearing that the aliens were going to try and fight the warlord built his army. Now the inhabitants of the planet were not going to fight the man was."

"Thats impossible!" Ben interrupted.

"Ben!" Gwen scolded him. Ben was now very quiet.

"Now now Ben, as i said that this part is mostly legend but it could have happened. Now where was I?"

"You were about to describe the battle with the warlord's army with the one man." Gwen said engrossed in the interesting story.

"Ah yes thank you Gwen. Now the inhabitants thought at first that the man was insane trying to beat the giant army by himself. For there were 10 million soldiers at the warlord's command. As the inhabitants watched they could see the man just standing in the middle of the field as the army surrounded him and they waited. Then the army went and attacked the man but he had just stood there. Fearing that the man was going to be killed and their efforts to escape and that they were going to be put back into the slave camps. But then they heard a giant crashing sound and when they had looked they saw that the man was destroying the army their numbers counting for nothing. The fight went on for days the army not resting or stopping and each one the man destroyed was replaced by a fresh one. But their savior never tired and he never seemed to be injured. Finally the battle was over all of the 10 million soldiers were destroyed. The warlord had fled and the planet was at peace. but a few minutes after the warlord had fled the strange man had disappeared and that was the legend of the planet and its savior. Now the Plumber that told me this story was a bit of a historian and he had found that this particular story was common among dozens of planets and species legends and he believes that it is not a legend but reality. Now the stories slightly differ such as the number of soldiers in the army or whether it was just one warlord that conquered the world by himself but the center was always a mysterious savior that looked like a man."

"Woah" Gwen said.

"A very interesting story lolo." John said.

"Well i was caught by it at the time too." Pablo said then looking at the clock it read 9:30 pm.

"And all of you should get to bed our flight starts at 8:00 am. tomorrow." He said looking at the kids. Then it had started to rain.

"Hm, thats a good sign."

"Why?" Gwen asked him.

"If it's raining tonight then the next few days will be bright and sunny."

"Well i hope so." Gwen said.

When the went up to their respective rooms the rain began to get harder. When they entered the room it became noticeably cooler from the rain. Ben got into the bed first not really feeling tired but decided to follow Juan's advice back in the car and get some sleep and adjust to the time zone.

After a while Gwen got into the bed next to Ben. He was getting nervous she was very close to him, so close in fact that he couldn't sleep. Gwen also couldn't sleep but not because of being close to Ben, well maybe it was part of it. But it was the storm that was going on outside. Ever since she was little she was afraid of storms, even now with her new found powers they made her feel small and insignificant to the power of the storm.

Then lightning flashed and soon came the thunder. Closing her eye she yelped at the sound. Then again lightning and thunder, she was so scared she felt so small. Tears were beginning to flow from her eyes. She just wanted the lightning and thunder to disappear to stop to leave her be and let her sleep.

When the thunder sounded again Ben heard Gwen's yelp in fear at it. He knew that she was afraid of storms but he never teased her for it. He knew that it was wrong to tease Gwen for her fear even when she had teased him for his fear of clowns when they were 10.

"Gwen?" He asked

"Y-y-yeah?" She responded her voice quivering in fear.

Without thinking he asked her "would you like to come closer? Just so you know I'm always here for you."

Hiccuping Gwen nodded. At first she was tentative to come closer but she eventually went into his arms and the moment that she had rested in them she felt peaceful, all her fear was washed away by the simple act of Ben holding her.

"Thanks Ben." She said quietly and she fell asleep.

"Your welcome." He said silently,

He could hear her heart beat beside with his and the peace that emanated from her face as she slept, the scent of her hair and skin also gave him a sense of peace as if they were the only two people in the world and no one could touch them. They were perfect for each other they matched better than anyone in the entire world. Ben wished that they could stay like that forever but the peace that came from Gwen brought him to a dreamless and restful sleep as the storm continued its howling and growling of wind and thunder.

AN: Alrighty then! now how was that? now this chapter may or may not be important, i just wanted to have a bit of fluff this time. I did this pretty much on and off the entire day so you guys could have a extra update. Now i know that some of you may complain about the used situation that i used for the ending but i was waiting for a chance like this so i had to take it. so it was a bit of fluffiness and hope you guys enjoy!

Please leave a review and now on to write the next chapter! (man I'm chugging these things out like crazy


	10. No Loose Ends

Disclaimer I do not own Ben 10

Chapter 9: No Loose Ends

It was dark and cold, the clouds blocked any light that should have come from the moon or the stars. It was only the light of the lightning that flashes through the sky which blinds those within the reaches of the darkness. It was a cruel light, one that only serves to frighten, blind, and destroy.

Someone was running through the streets. The rain pouring down upon him, he slipped but didn't slow. He knew that someone was after him. He felt it as a cold shiver down his spine at the bar he was drinking in. No one was supposed to know he was there. It all began just a few hours ago.

It was rowdy as most places like that were. He was having a few drinks, he had just finished a deal with some 'Friends'. He struggled to get the price up but he managed to seal the deal. Now he was waiting for word from his boss, who told him to meet up with some buyers.

He had nothing else to do for the rest of the night. So he had decided to go for a night of drinking in celebration of a large profit before his boss gets his share. He was glad that he could just sit there and relax.

Thinking back to his boss he knew that he was very influential, he was a drug-lord that was well known for high quality drugs and plenty of variety. But he was only his 'public' boss. He also worked for another person. His other boss was less well known, he doubted that he even knew that there were more than a dozen people who knew about him. Not saying that his other boss wasn't powerful, he had influences in many parts of the republic.

He wasn't scared of anyone finding out that he was there, he had many connections and people he could rely on to keep him out of sight. Earth was pretty peaceful, if you knew how to avoid the locals picking up on you or even worse the Plumbers. While he was taking a sip of the viscous bubbly pink liquid out of his cup someone came up to the bar next to him.

He didn't mind the person, he just thought that he was just gonna order something. The man asked for water and nothing else. The man's voice sounded odd, as if he was excited. He couldn't understand why someone would be excited for water. Ignoring the man as he waited for his drink, he finished his and asked the bartender to pass him another one. After the bartender gave the man his water he walked away.

He just sat at the bar, and continued to have his drink. He felt something behind him as if someone was drilling into his back. He looked behind him and saw that the man who had asked for water was standing behind him and whispered into his ear

"I know who you work for."

Surprised, but not loosing his composure he replied

"Well that puts me in a predicament."

"I'm not talking about your drug-lord boss. I'm talking about an old friend" he whispered his other boss' name so quietly that he could barely hear it.

A shock ran through his body, a cold sweat fell from his forehead. He gulped getting nervous and thinking 'how does he know him?' The familiarity of the man saying his name made the spines on his head stand up.

Breaking his composure he took a bottle on the bar and smashed it on the man's head and bolted out the door. and into the stormy night.

The man was unfazed at the sudden attack just looked out the door with a grin on his face.

And that was how he had gotten into that situation. He ran away from him as fast as possible, he didn't even know why that the man was going after him, he wasn't a Plumber he had no reason to come after him. Unless he was a vigilante then he would be in trouble, vigilantes around here were known to be more ruthless that most Plumbers.

Running through the alleyways that had brought him to the bar he tried to get away but the man chasing after him was not stopping. He tripped on a piece of wood and fell, sliding a couple meters from the wet grime and mud in the rain. When he tried to get up he was stepped on by the man who was after him stepped in his back and lifted up his head.

And the last thing he heard that the man had said before killing him was

"No loose ends."

Then he slit his throat, blood spilling onto the alley painting the scene blue with gore before the rain washed it away and into the gutter.

He walked away from the dead alien with a ponderous look on his face. It had taken longer than he thought to find him, just how harder it would be before one of them got wind if the Omnitrix and came to earth.

He had to pick up the pace. Trying to keep information from spreading to certain people was a harder than it seems to most people.

He brought out a device from his pocket and saw that there were a dozen or more blips in the area. Each blip indicated someone who he suspected worked for or has contact with those other powerful beings. But it wasn't very accurate for it had taken him several hours just to find that one guy.

Suddenly one of the blips disappeared, cursing he began to run towards where the blip disappeared, the blips only disappeared when the alien in question dies or when they get off planet.

Little did he know that several beings had already gotten wind about the Omnitrix and were heading towards Earth.

While Ben's enemies on earth had already found out where he had disappeared to with vengeance in mind. He knew about them of course but he did not worry about them as much as the ones who will come to take the Omnitrix.

Suddenly a alarm sounded from another device, when he took it out it read that Vigax had come back to take the Omnitrix. Not surprised he did not worry as he knew that Ben would beat him and send him back with his tail between his legs, besides Vilgax was but an insect to an insect to the weakest of them. Turning off the device he continued to run

AN: So how was it? I know that it was short but i wanted the plot to move more forward while i write the next few chapters. And next time i will make it pretty long and more Bwen since the last couple have been pretty short so dont expect an update very soon maybe in a week, it depends if i can keep in my writing state for the next six hours but i doubt that will happen.

Please leave a review!


	11. A Fun Start

Disclaimer I do not own Ben 10

Chapter 10: A Fun Start

The next day Gwen woke up with her head lying on Ben's chest lying in his arms, she had never felt so at peace and well rested in her entire life. She felt such closeness to Ben, something more than just being family, but she had just swept those thoughts aside trying not to think about them.

Trying not to wake him up, she moved his arm off of her and got up from the bed. She looked at the clock on the bedside table, it read 5:43 am.

Getting up from the bed she went down the stairs, surprisingly someone was already awake though it was still pretty dark outside. She went to the kitchen and saw that John was helping an old woman prepare breakfast.

"Ah, good morning Gwen you're awake."

"Morning John." she said yawning.

"Uh, we haven't met yet, what is your name?" Gwen asked the woman.

"Just call me Manang. I am the maid of this house." She said with a filipino accent which was a bit more noticeable than Juan's.

"Okay what's for breakfast?" Gwen asked she was starving.

"Well what would you like, Manang is pretty okay with everyday stuff but if you want something special I could whip it up, if it wont take too long."

"Could you bake a croissant? If you have any I mean."

"Well you're in luck I prepared some the day before yesterday. They're in the freezer, what would you like plain, fruit, or meat stuffed?"

"Fruit please, raspberry if you have some but any fruit is fine." Gwen said

"Lucky again we have a couple of raspberry ones." he said taking out a couple and letting them warm up before baking.

She sat on a chair as she waited for everyone else to wake up and come down. She noted that Manang was preparing fish, eggs, and other stuff while her croissants baked.

"They're done Gwen, be careful they're hot." John said as he put them on a plat on the table in front of her. They looked wonderful and tasted even better, she could taste the sweet berries as she took a couple of bites.

Meanwhile, Ben was still asleep up stairs when most everyone was awake and eating breakfast. He woke up by the smell of frying eggs and something else. He tired getting up with his eyes closed and trying to find the origin of the smell. He fell off the bed and jolted awake on the floor, just as Grace had come into the room to wake him up.

"Hey Ben its time t-" And she started laughing, trying to bring herself under control.

Ben quickly got up from the floor blushing, rubbing his chin he hoped that there wasn't a bruise. Luckily there wasn't.

"Come on Ben lets get downstairs we'll be leaving soon." Grace said

Back downstairs Gwen had learned a lot about John and his family. Turns out that his and parents are away on a business trip and he and his sister Grace were staying over with their grandfather while they are away.

He was very nice towards her, she wondered if he liked her because he was overly nice towards her. Always paying attention and always making sure that she had what she wanted to eat or drink.

"Would you like some coffee or hot chocolate or juice?" He asked Gwen.

"Some chocolate would be great, but isn't hot chocolate for cold days not for the morning?"

"Well yes but over here we don't use the sweet thick hot chocolate since we don't have days that go below 20 C."

"Well alright." She resigned herself to his kindness, asking herself why wasn't Ben this nice to her.

Passing her the steaming mug and the sugar bowl he said

"Be sure to add some sugar before you taste it."

But thinking about Ben she wasn't paying much attention to what he was saying and she took a sip without realizing it. The drink was unbearably bitter, it was the most bitter thing that she had ever tasted in her entire life she spat it out.

John quickly passed her a glass of water just as she was about to ask for one. She drank quickly and asked him

"Is that really hot chocolate?"

"Yes well the filipino version. If you are a organic foods fanatic then you would love it since this is real hot chocolate. It is made straight more or less from the beans and thats why it's so bitter. I warned you." He said with a kind smile.

Blushing at the fact that she had made a fool of herself she quickly looked away towards a and saw that Ben was heading down the stairs with a giggling Grace. Soon her embarrassment was replaced with an extreme annoyance with Ben and her blush was replaced with red faced annoyance.

Ben was feeling like a fool in front of the giggling girl as they went down the stairs and into the dining room. He saw that Gwen was annoyed at something but he thought it was just jet lag.

Seeing the food on the table he quickly got himself a chair and began to eat. Grace sat next to Gwen and also began to eat. By then the two grandpas came in well Max just woke up but Pablo came back from a jog.

They were all done by around 7:00, Pablo said to all of them

"Well petter bring down your stuff, we need to get to the airport is we don't miss our flight."

In a couple of minutes everyone was ready. When they got into the car and they were off to the airport.

Nothing much happened on the trip to the airport, less so on the flight. By the time they had landed Ben asked

"Why are we landing on. . What's this place called again?" He asked grandpa Max

"Were on the island of Caticlan." said Pablo "we landed here since Boracay is too small to accommodate an airport even one as small as this one."

"So how are we getting to the island?"

"By boat obviously." Gwen said exasperatedly.

"Well yes we'll reach the island by boat but it wont take long less than half an hour. Then you'll be seeing the beautiful white sands of Boracay. And since it's June there wont be as many tourists on the island but there will still be a couple around."

"Well thats good." Said Ben

The boat ride was also unexpectedly uneventful unless you count Ben catching a face full of sea water when he put his head out to feel the ocean air.

Pablo was right, there weren't that many tourists that time of year, but there were a couple of people at the beach. Gwen could see the white sands of the beach it looked so beautiful.

When the boat was docked at the side of the island where there was no beach, they were about to take a car to the hotel that they were gonna stay when Pablo got a call

"Yes? What? Come on, I thought you had everything ready! Well no matter we'll just stay at my place since there's nothing we can do." He said in the phone.

"What's wrong?" asked grandpa Max

"Well for some reason the hotel that we were going to stay is full, the manager told me that they had forgotten that the hotel was fully booked by the time I called them to make things ready. So instead of my hotel we'll be staying in my vacation home on the island, it might be a bit of a walk away from the main beach but it has a pretty decent private beach."

"Well if we can't do a thing I guess we'll have to do it."

Getting into the car they headed off to Pablo's vacation house. When they arrived Ben thought tat it would be like the house back in Manila, but to his surprise it was practically a small manor house!

Getting out of the car Gwen said

"Wow this is incredible!"

"Ha ha, wait till you see the inside."

When they entered the vacation home, the inside was even more incredible than the outside. There was a large set of doors that led to the privatized beach and had 6 guest rooms apart from the master bedroom. Top of the line kitchen and so much more.

"Why didn't you just bring us here than the hotel?" Gwen asked

"Well the hotel has a staff that will take care of the more mundane chores like cooking and what not. I have a maid from the hotel that comes over about once a week to make sure it isn't dusty if I decide to come and relax."

"Well you certainly have been busy when you retired." Max complimented

"Oh you know a couple of stocks here an investment there, not all of it was successful mind you but I got enough to be comfortable and still earn quite a bit." And to the kids he said "all of you will have to share rooms, while Max and I get our own separate ones, lord knows how loud that man snores. Ben and Gwen you two get the third one on the right, Jack-jack and Grace get the one on the fourth."

Looking outside Ben saw the waves crashing on the beach he quickly ran up the stairs and dropped his bag and changed into his swim shorts and just as fast ran out towards the sandy beach.

Gwen had a bit more self control and she was having trouble deciding what to wear. She brought both her one piece and two piece swimsuits. She wanted to go with the two piece but she wasn't sure about her 'assets'. The bra she wore was pretty tight on her chest but when she tried the next size it was too loose. But if she wore the one piece John might think her childish and Ben would probably tease her a bit for wearing it.

Making up her mind, she decided to go with the two piece. Now she had another dilemma, should she wear the green or the orange one. She thought that the green one would bring out her eyes but her eyes were very bright anyway. On the other hand the orange one would accentuate her hair but that was also bright and would be able to stand alone by itself.

While she was still undecided She heard someone behind her saying

Go with the green one it looks better and it matches your eyes."

Turning around she could see Grace also wearing a two piece swimsuit but hers was black which went well with her long hair and skin tone.

"You sure?" Gwen asked nervously.

"Yeah its better and you'd better change quickly, Ben and Jack-jack are waiting for us." She said with a smile and left the room.

Gwen quickly got changed, now even more glad that they were in a private beach so she could get used to the two piece before heading out to look around in the more public areas of the island. Looking in the mirror after she changed she decided that the green one was better.

Meeting up with Grace downstairs she saw that the private beach was superb! The water was crystal clear and the sun was shining brightly. All signs of the storm the night before was nonexistent, as she walked on the sand of the beach it was more wonderful that she had imagined it to be. The sand was soft and powdery, not gritty like the sand in the beaches back home.

That was when she saw Ben swimming in the ocean a ways off from shore but even at the distance the water was only up to his neck. Getting excited she ran towards the water with Grace, stopping at the edge of the waves reach testing the water's temperature. When she found that it was cool in the hot weather in the beach she dove in.

Ben was having a great time, the water was perfect the sun was shining and best of all no enemies from back home to worry about. He was just lying on his back and just floated on the water feeling the waves bring him up and down in a steady rhythm.

He could hear the laughter of two girls in the direction of the shore and he looked up and saw that Gwen was wearing a very nice green two piece swimsuit that really brought out her figure and so was Grace who was wearing black which he thought looked very sexy on her. He guessed that it was his hormones that were making him think like that about Grace and his love for Gwen made him think of more innocent things about her.

"Hey Ben!" John called out to him and he saw that john was wearing similar swim shorts like his, only Ben's was a greenish gray and John's was khaki, he was holding a volley ball and behind him was a fully erect beach volleyball net.

"Come on over lets play some volleyball!"

"Okay!" He yelled back and began to swim back to shore.

Gwen heard John and asked Grace

"Hey wanna join the boys?"

"Sure I love volley ball." She answered.

"Hey Gwen, Grace! Wanna play some volleyball? We at least 4 people!"

"Yeah lets play!"

Running to shore Ben got a closer look at Gwen and Grace and thought that it really did bring out her eyes.

They were divided into two teams Ben with Grace and Gwen with John. They played for a while until they were hot and tired from the game. Then they all decided that it would be a perfect time to relax in the water and enjoy the feel of the waves.

They sky was still clear and only had a couple of clouds floating around. they all just relaxed in the shallower parts of the waster and just stayed there.

They were called out by Max who said

"Hey kids it's time to eat lunch! We'll be heading out to the restaurants in the main beach!"

They all got out of the water and decided to let the sun dry their skin while they walked. Gwen decided to wear her flip-flops while everyone else went barefoot.

Pablo led them to a side area that hid a stone path that was surprisingly clean and devoid of moss and was under the shade of trees. The path was about 5 minutes away from the main beach and they saw that Pablo was right there were a couple of people but there were mostly tourists. They passed by many vendors and small stall which sold sunglasses or did temporary tattoos.

They looked around for a while before deciding to sit at a quaint restaurant that was mainly seafood and they all ordered their respective meals and ate. Unsurprisingly all the food was served with rice which was the staple in the country.

When they all had their fill they decided to relax on the main beach for a while, while Max and Pablo talked. Gwen decided that she wanted to get a tan and Ben asked for some money to get a temporary tattoo. Max looked uncertain but Pablo told him it would only last for a couple weeks and completely harmless unlike a real tattoo.

Grace and John were building a sand sculpture near the waves and were making a pretty decent sculpture with only a couple of sticks and a soda can.

When Ben came back with his temporary tattoo it looked like a classic tribal symbol but it was after a more local fashion rather than the ones that were given in america.

Gwen thought that the tattoo looked good on Ben it made him seem more mature and solid. Although the tattoo wasn't completely black it gave the same effect. Grace also wanted to get one so she went to the same stall that Ben got his, and came back with two tattoos, one on her back which looked like a dragon and another on her face which resembled Ben's that was on the side of her face.

When Max and Pablo were done talking they called the kids and went back to the private beach.

Gwen continued to get her tan while Ben and the others were playing more volleyball. She was totally relaxed watching them until Ben dove for the ball and got some sand on her.

"Ben!"

"Hey come on Gwen, it's just a bit of sand. Come on into the water or sit in the shade, if you keep laying there you might get a sunburn." He said some concern in his voice.

She thought back to last night when Ben had let her cuddle up next to him when she was completely afraid during that storm. And then she thought back to that morning when she wanted Ben to treat her like John did, with kindness and concern. She blushed when she thought about last night.

"You okay Gwen? Do you already have a sunburn?" Ben asked her.

"No I'm fine, yeah a dip in the ocean sounds wonderful." She said getting up from her spot and began to walk towards the crashing waves of the pacific ocean. On the side of the beach where there was a small cliff and attached to it was a small floating gazebo and what looked like a kayaking boat. Ben noticed them and wanted to bring out the gazebo, remembering that there was a large concrete plate that had a hook on it. Thinking that it would be great idea to bring it out and tie it to the anchor.

Calling out to John he told him about the raft. John thought that it was a great idea so Ben turned into Ripjaws and with Johns help brought the raft to the anchor and tied it there securely.

Climbing onto the gazebo John and Ben relaxed for a while before they were joined by Gwen and Grace, the gazebo swaying lightly with the waves. The way the gazebo moved made Grace and Gwen pretty sleepy and they both slowly fell asleep on Ben's shoulder. Luckily for Ben, John had gone back to shore to have a bit of a snack or something.

Now Ben was in a predicament, there were two girls resting their heads on his shoulders. On one was a girl that he found very attractive and she was friendly, on the other was his cousin who he was in love with, his cousin who had fought next to him against Vilgax and all his other enemies.

Grace sighed contentedly, he could feel her breath in his neck which sent shivers down his spine. Gwen on the other hand (or shoulder ;D ) her head slipped off his shoulder and she head rested on his lap. And thus placing him into a more delicate position.

But he was glad at the moment, with the sun setting in front of them, he watched it in quietly as the two girls slept utterly at peace soon sleep came to him as well.

Gwen woke up first, she wondered why was she lying down and when she looked up she saw that she was lying on Ben's lap and Grace was sleeping on his shoulder. Blushing a deep red she slowly got up not wanting to wake grace up and Ben she got up. The sun was still setting and the sky was a deep red color which hid her blushing face. When she got up she had woken up Ben and he saw that she had woken up but Grace was still asleep on his shoulder. But as soon as he had woke up he had woken Grace and she also wondered why she was asleep and on Ben's shoulder.

The three of them all just sat there in silence Grace and Gwen blushing both glad for the red light cast by the sun which hid their blushing faces. Ben broke the silence

"Um hey lets get back to shore, grandpa and Pablo might be wondering what happened to us."

That was enough, they got out of the gazebo and slowly swam back to shore, the water was no longer cool but warm in the cool night. Gwen thought that she might go night swimming later in the evening.

When they got to shore and they saw that John was preparing dinner for all of them. Turns out he does not only help prepare meals he can make entire full courses. He also brought out the table to the sandy beach where the tide wont reach them.

The night was cool but not freezing like back home, Gwen was still a bit red from sleeping on Ben's lap and so was Grace.

By the time the John was done preparing the food everyone had taken a shower to get the salt in their hair and skin off and into some more comfortable clothes. Pablo appeared from the front door of the house with a small plastic bag. John seeming to already know what he was supposed to do, he handed Pablo a bowl and what he placed was something that Ben and Gwen were expecting. They looked like regular hard boiled eggs but they knew the reality the moment that grandpa Max face grinned.

"Well well I thought that I would never get any of these, where'd you get them?"

"I got them from the local guy." said Pablo

"Well dinner's ready so everyone should sit down."

The food was good, it tasted and looked better that what they were expecting but Ben and Gwen had suspected that their grandpa had brought them on this trip to 'broaden' their culinary horizons. For example there was that bowl of fried crickets which tasted surprisingly like chicken and was crunchy not like grandpa Max's which was still slightly gooey inside and tasted weird and as with everything there was rice.

They all took their time eating and were talking about nothing of importance while the food was settling in their stomachs. Ben was totally shocked at the fact that Grace loved balut which he found were actually pretty good if you ignore the fact that it is a duck fetus. He seemed to describe it as just like and egg and a duck which was obvious since it was both. Even Gwen tried one but she said that it wasn't really that bad but didn't want to eat anymore.

When desert came it was something called halo-halo (hah-loh hah-loh) which was crushed ice with some other stuff mixed in which was really sweet and tasty.

By the time everyone was ready to go to bed Gwen still wanted to go night swimming so she decided to just sneak out when everyone was in bed. When all the plates were cleared and John, Grace, Ben, and Gwen washed the dishes everyone was sleepy so they decided to go straight to bed and let Pablo tell another story tomorrow night.

Everyone had said their goodnights and Ben and Gwen went to bed. This time their bed was bigger so they could be more comfortable when sleeping. Ben was so tired with all the fun on their first day that he practically fell asleep the moment that he hit the bed. Gwen was pretty well rested since she had spent a good while in the afternoon basking in the sun trying to get a tan.

After an hour and a half Gwen thought that everyone was asleep, but she used a spell that allowed her to look and see if everyone was asleep, they were. So getting out of bed she put on her now dry two piece swimsuit and quietly made her way to the beach

Gwen got to the beach with little incident except for when the hinges of the large doors creaked almost too loud for her comfort. Looking out she saw that the moon was out and the sky was clear and she could see the stars shining and many more that she would never be able to see back in the city.

The waves were crashing quietly at the high tide but it was still pretty far from the house, the shoreline was about 10 feet from the table that they ate in. Walking into the water she felt so relaxed and at peace, it was warm and it reminded her of last night when she had slept in Ben's arms during that storm.

Remembering all the thoughts that she had put aside for deeper thought when she had some time alone. Well she was alone and she had all the time she needed, all night actually. So making up her mind she swam towards the floating gazebo that wasn't too far away and the tide was at its peak so nothings gonna happen.

Now bringing her thoughts in order she began to think. She asked herself this one question. Why was she so embarrassed when she gets too close to Ben?

Well the answer was simple, she was a growing young teen and so was Ben. There should be nothing wrong since they are hitting puberty and their hormones could lead to some complications.

But was that all? Sure hormones are a good reason, but is that it? She doubted that it was since they were cousins that shouldn't matter. Ben doesn't even like her, oh sure they got along but they were cousins obviously they get along. Ben likes Grace just like he did Kai.

These thoughts went through her head, and she suddenly got mad at the last one.

Why does she even care about the girls that Ben likes? She wasn't jealous, not in the very least.

"God, why am I making such a big fuss over this?" she said to herself

Thinking back to the plane ride when they were finished with their dinner and she had cuddled up next to him. Was that normal for cousins? No it wasn't, in fact to most people that was wrong, family shouldn't be thinking like that. But did she really love Ben just as family? something in the back of her head said no.

"This isn't going anywhere." she said to herself.

She wanted someone to talk to but she can't stand being judged by others in the wrong light. So she decided to use a spell that she found that helped buddhist monks find enlightenment. It was a spell that brought out your inner self, the part of you that was the real you untouched by outside influences the part of you that is wise, dreams, inspires, and remembers everything.

She had tested the spell before and it didn't go like she had hoped. Her inner self was strange and she didn't want to go and talk to her again unless the situation was desperate for something completely out of the box.

But the dangers of talking with your true self were small but they could affect her personality in drastic ways since it was the true honest you that you were going to speak to.

Resigning herself to the fact that she needed to talk to herself seemed like a odd concept but to her it made some sense. Going in an indian sit she meditated and cast the spell. Suddenly she felt as if the world had spun upside down and she found herself in a wide open field a direct change from her ocean environment that her real body was in.

The place was very strange and yet so familiar, the sky was a clear unbroken blue and it was bright but there was no sun hanging in the sky. She heard a giggle, looking behind her she saw herself but she was wearing her normal clothes while her dopple ganger who was wearing the same clothes only they were a different color and its hair was tied in a ponytail.

"Hello Gwen!" she said almost in a overly cheerful tone

"Hello Gwendolyn." She called her that since the last time she was there calling each other Gwen would be distracting.

"Well I know why you're here."

"Well then what about it?"

"Tut tut Gwen, remember I am the real honest you behind all the social rules and boundaries I am what you would be given the chance."

" If you are the totally honest me,so let me ask you this Gwendolyn. Why am I so embarrassed when me and Ben get too close?" she said the last word almost to quiet to hear.

"Haven't you realized it yet?"

"Realize what?" Gwen asked

"We or should I say I or you are in love with Ben." Gwendolyn said simply.

Gwen recoiled at the thought

"What? I am not in love with my own cousin."

"Yes you are." Gwendolyn said seriously "You think that way because you are so afraid of what other people might say and think and that's why you wont even admit it to yourself."

"You're lying." Gwen said but she doubted her own words

"Am I? Why would I lie to myself I can freely admit it, why cant you?"

"Because! Cousins shouldn't be in love, it's wrong."

"Well if true love is wrong then what everyone dreams of finding one day if taboo."

"No that's not my point we are family were related, how can I get my mind passed that."

"Well you know for a smart girl you are pretty dumb sometimes."

"What's that supposed to mean?" Gwen said angrily

"Does it really matter if you two are cousins? If you were brother and sister then that is a whole other ball game. But you are cousins and you have found true love. Get it through your thick skull that you are in love with Ben."

"But-"

"No Buts, I want you to admit that you are in love with your cousin. I wont judge you because I am the true you, you are free to say anything here in the depths of your mind Gwen."

Gwen resigned herself at the logic of her true self.

"Alright I am in love with Ben" She said barely a whisper

"Say it again louder." Gwendolyn said forcefully

"I am in love with Ben." She said a little louder

"Louder."

"I AM IN LOVE WITH BEN! She shouted, and she felt a great weight that she never noticed was there before disappear from her shoulders and she saw that her inner self had a look of joy plain on her face.

"Feels good doesn't it? It's good that you finally admitted it. Even if it's just to yourself."

"Did i also shout with my main body?" Gwen asked now nervous if everyone heard her shout it.

"No, I made sure of that." Gwendolyn said

"What if he doesn't love me back?" Gwen said with some fear creeping into her voice.

"If he doesn't he doesn't, then look for another boy. True love is rare but it rarely happens to many people so grab it while you can and express you feelings to him soon otherwise someone else may occupy his head. So think about it, bye!" Gwendolyn said waving her hand

Suddenly the world felt like it was turning again and she was back in the floating gazebo. She had only been meditating for about half an hour, time feels different in your mind than in the real world.

Suddenly feeling giddy at the fact that she had finally confessed to herself that she was in love with Ben she decided to swim back to the house and got to sleep next to him. But she cant look like she had changed overnight, although that was exactly what happened. She had to keep face as if nothing had changed.

Showering and changing back into her clothes she went and got into the bed with Ben. His face looked so handsome in the soft moonlight, so going closer than she normally would. She finally slept thinking of how she should confess her feelings to him.

A/N: So how was it this time? I know i took my time on this one but i get easily distracted so there.

Please leave a review


	12. The First Bump

Disclaimer I don not own Ben 10

Chapter 11: The First Bump

Ben woke up late the next day and the first the thing that he had seen seen he woke up was a sleeping Gwen. Her face close to his, only inches apart. He din;t move, thinking that if he he moved and she woke up they might accidentally kiss. Not that it was a bad thing, kissing Gwen but what would she think of him?

Slowly moving away from her he fell of the bed. Turns out that he was laying practically on the edge of the bed and the moment that he had moved made him fall off.

Grunting at the impact when he hit the floor, he wondered why that almost always happened to him.

The sound of Ben hitting the floor woke Gwen up and rubbing her eyes she saw Ben on the floor rubbing his back.

"Hey, Ben what happened?" she asked with a small yawn.

"I fell, I'm sorry if i woke you up." Ben said apologetically

"No it's alright, I don't ususally sleep in, so thanks for the waking me up." That was because she went night swimming.

"Well in that case your welcome." Ben said with a smile.

Gwen was happy that she finally gotten that stone out her her heart last night. She was now honest with her feelings towards Ben.

Ben thought that he felt a change in the air around Gwen and that it somehow made him giddy and really warm inside.

Gwen helped Ben get up from the floor and they both went down stairs to see if everyone was still eating breakfast. Before they left, the clock in their bedside table read that it was around 9 o'clock. So they thought that everyone had finished eating by then. But it seems the only one that was awake was John who was cooking their breakfast.

Everyone was tired after yesterday and everyone had decided to sleep in all except the dutiful John. He Greeted them and asked how they had slept. They responded that they were fine and were hungry for some breakfast. John asked them on what they wanted to eat and that he could whip it up if he has the ingredients and appliance for it. Ben wanted waffles and Gwen asked if there was some of those croissants that she had yesterday.

John had both ready in about half an hour. And he even prepared some hot chocolate for the two of them. Gwen learning her lesson from the previous day she added a good amount of sugar to her chocolate before tasting it. At first she thought that she added too much but the memory of the bitterness made her add a it more than she had intended. After tasting she had added just the right amount of sugar and asked Ben to try some.

The chocolate went great with their food and they finished quickly, Ben and Gwen sharing the mug of chocolate between them, John didn't notice since he was cooking. Ben didn't mind that he was sharing the chocolate with Gwen, although he didn't know what had possessed her to be so kind to him.

When they were done with their breakfast Gwen wanted to sit in the sand and relax as they digested their food. Ben agreed and so they sat there in the beach watching the waves cascade on the soft sand of the shore. By the time that they had felt so relaxed and they were both thinking that it was a great start to a vacation.

THough not far away a disturbance occurred in a small clearing on a different island. The ground started to shake and a burst of light, then there were two people standing in what was once an empty clearing.

"Are you sure you brought us to the right island?" One of them asked.

"Im not entirely sure uncle." Said the other.

"Well cast a dowsing spell and conjure up a map!" Said the first angrily.

"Yes uncle." The shorter of the two said.

When the light finally faded it revealed a tall man holding a staff which had a carving of a birds skull and He was wearing a black and red cloak. The other one was a girl who looked in her late teens and was wearing a purple cloak somewhat similar to the man's, Her hair was silvery gray and was very long. It was Hex and Charmcaster.

She said some incoherent words and a Map of the world and a small needle had appeared out of thin air, both glowing a light purple color. The map changed and then went to a group of islands The needle pointing to the one on the upper left of the map.

"You missed it by 2 islands!" Hex said

"Well sorry uncle I'm not used to transporting two people at once and its not like these islands are totally the same it's hard to distinguish one from another if I had never been here before." Said Charmcaster defiantly.

"I thought I taught you better, perhaps that is why you keep losing to that Tennyson girl."

Charmcaster glared at Hex then he said

"Well no matter, We will travel to the island and find that shaman and collect out prize."

With that a light glow emanated from the two of them and they began to walk through the small jungle and headed to the ocean which they were then walked on top of the water.

Meanwhile on the island of Boracay, Ben and Gwen were relaxing in the beach in the shade of a palm tree and hadn't done particularly anything for most of the morning.

Back with Hex and Charmcaster they had reached the island that they were looking for. It was a small island and was not particularly interesting.

"Are you sure that it's here uncle?" Asked Charmcaster.

"Don't you dare question me! Hex snapped. "I know that it's here i can sense the magic resonating with it."

"What magic? I don't feel anything."

"Thats because the shaman here is using his power to hide it but if you know what to look for it is simple to find it."

They walked into the small jungle within the island and with Hex in the lead he followed the traces of magic from the resonance to its source. They entered a small clearing similar to the one that they had appeared in. There was a small hut and a man sitting in a chair with a view of the ocean with a small stream flowing next to him. The man looked like he was asleep and there was a clay jug and a small glass on the ground next to him. He was wearing a small turban and a white shirt that was pretty dirty and was wearing faded denim shorts and slippers. He had a sheathed short sword and bolo tied to his waist.

Charmcaster wondering if the man was the shaman they were looking for started to sneak up on him, her hands glowing with energy.

"Oh I wouldn't do that if I were you." Said the man with a thick filipino accent.

Charmcaster jumped and readied herself even more.

"Well I know that your aura is not from around here. Where do you come from?" said the man with a casual grace

"I am Hex a powerful sorcerer, now give me what i seek." Hex proclaimed

"Oh a sorcerer? Well then I guess I am out matched."

"Where is the object? I know that it is within this clearing but I cannot tell where it is. Tell me!" Hex demanded

"Inside the hut." The man said casually. "Sa shrine."

Charmcaster was becoming unnerved by the strange man's honesty, of course she was used to people telling her what she wanted to know but that was in fear when she threatened them but this man was just too casual about it.

"But good luck getting the key." Said the man "There are over 700 years worth of charms and blessings cast on that hut."

"We'll se about that." Said Hex.

Pointing his staff at the hut he blasted it with magical energy but it didn't seem to affect it in any way. That went on for several minutes until he got frustrated and began to cast spells of great power and tried to overpower the charms and enchantments on the hut but no matter what he tried it would not budge.

"Why don't you try simply opening the door?" asked the man who took the jug and poured a yellow liquid into a glass and drank.

Hex not wanting to admit defeat tried to open the door but it was locked, trying a lock picking spell but the lock would not budge.

Charmcaster was perplexed at the situation she had seen her uncle undo or break enchantments of ancient and powerful civilizations but why couldn't he break one that was only 700 years old?

"Well looks like it's locked, and I have the key." the man sitting with his back to them waving an old skeleton key. "Try and take it if you can."

Furious Hex sent a bolt of lighting at the man who easily swept it away with a large blade shaped like a leaf.(called Barong)

The man stood up causing Charmcaster to jump back next to her uncle.

The man's face looked old, very old. He was shorter than Charmcaster and his face was wrinkled with age.

"Well I guess I have to fight but I'm getting too old for this but good thing my apprentice is away buying food because he's been dying to watch me fight seriously."

Walking towards Hex he held the barong with his left hand not drawing the other sword from his hip. With surprising speed he closed the distance between Hex and Charmcaster in a blink of an eye, slashing at Hex and sent a punch to Charmcaster. Hex blocked the attack with his staff and the punch sent Charmcaster flying towards one end of the clearing. Hex tried to make some distance from him and the old shaman but he kept at it keeping close with Hex. Hex shot several fireballs, lightning bolts, and energy blasts but the old shaman simply knocked them aside with his Barong.

The fight went on for a few more minutes and up until it looked like Hex was going to loose to the shaman Charmcaster shot a energy blast at the blade making it fly out of his grasp and then she aimed for the old shaman but he drew the otehr sword from his waist. She thought that the sword was a regular straight or curved sword but she was both wrong and right on both accounts. The sword had an odd shape it was like the metal was made from waves and was sharpened into a sword(this is called a Kriss). And he caught the blast with it but instead of being deflected like the other ones the strange weapon it absorbed the energy that she sent and when realizing what was happening she stopped her actions and the sword began to glow at first purple like hers then it turned yellow then blood red and then he sent a blast of energy at her knocking her unconscious.

Hex using the distraction to his advantage, he sent a shock spell and knocked out the old shaman.

Taking the key from him Hex went and unlocked the old hut. Inside he saw what he was looking for, it was a sword similar to the one that the shaman used except it was more wavy than the one that the shaman had and had runes on it's side in ancient filipino writings of it's name and it was still bright and shiny not a mark on the blade even though it was hundreds of years old. Hex took out a small charm with the symbol of Bezel on it. The charm when it got close to the sword it transformed into a small crystal and Hex inserted it into a small slot in the hilt of the sword. The sword began to glow with energy. Hex exited the hut and Charmcaster walked up to him.

"That's what we were after? A dumb old sword? Why not a staff or a book or even a charm or crystal?"

"Because Charmcaster this sword is the embodiment of infinite power. I inserted one of the charms we found and inserted it into the sword."

"Which charm?"

"The charm of the countering."

"And how is that supposed to help? That charm just takes magical energy then sends it right back. Pretty useless charm in my opinion."

"That may be true but the inhabitants of this country have a way of fighting that uses the concept of 'use your opponents strength and add your own'. So according to the legend, with the ancient enchantments of the shamans on this sword it produces its own magical energy to strengthen and send back the energy to the attacker, like the one that shaman used on you. With that in mind if I used the charm of the countering it will form an endless loop and its power will becomes infinite."

"Oh, I didn't think of that."

"Now we can take revenge on Tennyson, now dowse him out I want to test my new toy."

Charmcaster obeying her uncle dowsed for Ben and Gwen with Gwen being easier since she could use magic.

"They're not in America." Charmcaster said.

"Then where are they?"

"In this country on that island." She pointed in the direction of a far off island almost too far to see.

"Well, well, well, aren't we lucky." Hex said with a manic grin on his face.

Back at the private beach everyone decided to just stay and relax for the entire day when suddenly a bolt of lightning shot at Ben. Gwen instinctively shielded the both of them from the blast. They saw that it was Hex and Charmcaster, Hex was holing a sword apart from his usual staff and Charmcaster had her usual bag of magical golems.

"Hex? What the hell are you doing here?" Yelled Ben.

"What else than to exact my revenge on the two of you."

"If that's the case, going hero!" And Ben activated the Omnitrix on his wrist and in a flash of green light he transformed into Diamondhead.

Charmcaster threw a number of stone golems and began to attack Ben and Gwen. Just as they were going to strike John, Grace, and Pablo all with sticks in their hands went and defended them from the golems.

"We'll take care of these guys, the two of you get them." Said Pablo, although they were outnumbered 10 to 1.

"Thanks!" said Gwen and she began to cast a spell towards Charmcaster and sent a torrent of fire balls towards her.

Ben was busy with Hex, since Hex was in the air he shot several diamonds towards him but he just blocked them with the sword. Hex then retaliated with a bolt of energy but not with his staff but with the sword. It was such a great amount of energy Gwen wondered how was he able to cast it without any spells or charms, then her thoughts went to the sword that he was holding. Realizing that the sword must be some kind of ancient magical relic she tried to warm Ben but Charmcaster was keeping her too busy to shout.

Ben was blown away by the amount of force that Hex threw at him 'his energy blasts never hurt this bad before.' He thought, but looking at the sword he wondered if he had just gotten more powerful of it was the sword. Thinking that it was the latter and he decided to try and get the sword away from Hex and using it against him though he had no idea how to use magic. Ben tried everything to get the sword away from Hex, he tried shooting at his hand, Grabbing for it, tackling him to drop it but every time Hex sent a blast of magical energy that sent him flying back, Ben thought that either he was getting exhausted or Hex was getting stronger.

Gwen was finished fighting Charmcaster, she beat her by getting close and knocking her out with a punch. When she saw that ben was in trouble she tried to cast a spell on Hex closing her eyes and tapping into the magic of the area. When she opened her eyes again she could see that flows of magic in the air and sea, she could see the magic that was emanating from sword that Hex was holding. It was an incredible amount! The sword should be exploding from the amount of energy that was inside it, she could not even imagine how much power that the sword could hold and as she watched it was still growing exponentially.

During the cacophony of noise during the fight the old shaman had followed Hex by the energy that he was giving off. Seeing the fight on the beach he saw what looked like several golems and a crystal golem. The stone ones he could see was fighting for Hex and the crystal one was against him, he saw Gwen and thought that she had summoned the crystal golem as her protector or familiar. While Hex was fighting the crystal being and the young witch he thought it would be a good time to hit him in the back like he did him. Holding a stick in one hand he then floated up to the same height as Hex and struck knocking him out.

Gwen saw the strange looking man headed towards Hex and she thought that it was a lackey of Hex, so she kept attacking Hex then something unexpected occurred the man had knocked out Hex. Ben was just as surprised at the fact too, weren't they on the same side? Hex fell onto the sandy beach and the man caught the sword. Thinking that the man was a rival of Hex Ben shot several diamonds towards him but like Hex he had blocked all of them with the sword and the man yelled out with a thick filipino accent

"Hoy! stop that I just helped you!"

"Who are you and what is that sword?" Gwen asked the man

"I am a shaman on a island pretty far from here, this is an ancient sword that my ancestors used and cast enchantments on for ceremonies and wars."

"Was that why Hex took it form you?"

"Yes and he put in some stupid charm from a foreign country in it just so it becomes more powerful. Stupid, it is already too powerful and he just had to use the most simple of this swords abilities."

"What else can that sword do exactly?" Gwen asked now curious about the sword.

"Oh, many things it can cut through time and dimensions and more other things but I need to return to the island otherwise my apprentice would worry over me for my old age. Here catch!" He said tossing the charm to Gwen "Its a defensive charm and nice golem by the way, is it a familiar or a guardian?" He asked Gwen pointing at Ben as Diamondhead.

At that moment Ben transformed back into his human form which surprised the shaman

"Oh a shapeshifter, alright then i guess I was wrong, and your name is?" he asked to two cousins

"Ben"

"Gwen, and what is yours?"

"It's Agpalo but you can call me Paulo."

When they turned their attention to the others they saw that they had done pretty well against Charmcaster's golems. Although Grace had a sprained ankle and wrist and John had a dislocated shoulder while Pablo had no injury what so ever they were fine.

"Oh let me heal that" said Gwen

"Nonsense let me do this, I doubt that you have enough experience with healing spells." With that he walked towards Grace and John. Shocking all of them by taking the sword and swinging it at Johns shoulder. Before anyone could yell out there was a soft green light and the sword just tapped John and his arm was healed!

"What?" Paulo said jokingly. "You thought that the sword was going to cut off his arm, huh?" He said laughing. "This sword was used for healing the injured at one point so with the right mindset it will heal any injury." He said as he did the same with Grace.

"Well now it's getting late and I'd better go back my apprentice is going to be back on the island soon." He said leaving them back to his island.

"So what are we gonna do about them?" Ben asked Gwen

"I will just teleport them to a prison back in the states." Gwen replied and did just that as well as getting rid of all the stone golems that Charmcaster summoned.

"Aw man I was hoping for a nice peaceful vacation for once." Ben complained

"Don't worry Ben, it was just and odd coincidence nothing else will happen for the rest of the summer." She said assuringly.

"Thanks Gwen." That sincerity in his voice made Gwen well up with joy inside and she blushed a bit.

A/N:

So how was this chapter? Did I drag it a bit? Was there any problems? How was the fight scenes? please I need to know!

Please leave a review


	13. A Lovely Night

Disclaimer I do not own Ben 10

Chapter 12: Lovely Nights

After the attack from Hex and Charmcaster the next few days on the island were peaceful, none of their old enemies tried to attack them. Ben, Gwen, Grace, and John were all getting along during their stay on the island. They did more than just relax on the beach and swim, that would be just boring. They had visited other resorts and activity spots around the island. Pablo had set up many activities for their stay on the island. So far they had gone go-karting, mountain biking, rode in the zorb balls, fishing, diving, island hopping, snorkeling, trekking, and so much more. The kids having the time of their lives on wonderful vacation the islands.

Two days before they were to leave the island they had set up a campfire on the sand and decided to just sit, talk, and tell stories. Ben was in the middle of telling one of his adventures back on his first trip with grandpa Max and Gwen.

"-And there i was in the lake and the lake monster was after me and the poacher was inside his suit trying to get away with the lake monster's eggs. So with Ripjaws I was able to bite of one of the suits arms and grab the eggs. You could say that the lake monster wasn't too happy about that, but just before it attacked me I put down the eggs and she took them and swam away back to her den. After that I got the poachers while grandpa and Gwen called the cops to pick up the poachers and send them to jail."

"Wow what a great story Ben!" Grace said excitedly.

"Yeah the Omnitrix is a really useful thing." Said John.

"Don't forget the part where the fisherman caught you while you were still Ripjaws and thought that you were the lake monster." Gwen said, then Grace and John started laughing.

"Aw come on Gwen! Did you have to ruin the ending? It was supposed to sound awesome." Complained Ben.

The four kids had nothing much to do that night and weren't planing to since that they were tired. That day they had gone and rode the flying fish. It was like a banana boat ride except for the fact that when the boat moves too fast the fish would tilt up and make practically everyone fall. Pablo was riding with them, he really didn't seem to be like their grandpa because he was fitter than Ben was and that is saying something.

They all just sat there relaxing in the sand listening to the crashing waves upon the shore and watching the flickering lights and shadows of the campfire that they had made. Grace saw her grandfather Pablo walking to them from inside the house.

He said "Hey kids are you done making smores and roasted marshmallows? Because I got a story for all of you."

All the kids looked at him their relaxed state vanishing completely. Whenever Pablo had told them a story it was always something incredible and adventurous.

"What kind of story are you going to tell this time?" Ben asked excitedly

"Well since Im always telling stories of adventure and legends and such, I think that i would let the girls pick something more to their tastes this time." Looking towards Grace and Gwen.

Looking at Gwen, Grace said "Well I'm not really sure what kind of story I want to hear, so I'll let Gwen decide."

Gwen said "Hm I would really like to hear a romance story this time."

"Romance?" Ben asked

"Yeah, I want something romantic just for tonight since the night looks like it."

"Alright something romantic." Said Pablo. "Now let me try and remember of a romantic story. . ." He said tapping his chin thoughtfully. "Ah I know." He said and stood behind the fire in front of the four kids and began.

"A long long time ago in a galaxy, far far away-" But was interrupted by Ben

"Hey you're reciting the star wars intro, don't tell me you're gonna tell us that?"

Replying Pablo said "Yeah I'm just messing with you, now let me start the story."

"This story takes place in world war 2, this may be true or not but my dad told me this story so it could be true. This story is of a man who fell in love with a woman on the other side."

"He was going around a city where he was scouting for some survivors of a raid the night before. He went through each building one by one but only finding dead bodies. He was walking through an alley when he saw a movement in the shadows, looking around he found that there was no one there. Walking back to his camp rejoining his team he entered his tent to get some food. When he entered his tent he saw someone stealing his cans of food. The person ran with several cans of his rations, chasing after the person who stole his rations. The one who stole his food quickly turned and went inside a small building. Thinking that he could corner the thief he entered the house without thinking and-"

Gwen stopped listening to the story, her concentration focused on Ben. They were having fun the past several days but she noticed that Ben was spending as much if not more time with Grace than her. She thought that if she had finally been a bit more honest to herself Ben would notice the change and become closer. Instead he had spent time with Grace, she was starting to get annoyed at her for spending time with Ben. Gwen though that it was the same situation with Kai back in New Mexico.

Pushing it from her mind for the time being she listened to the story that Pablo was telling.

"-So now the man was captured by the enemy, he was in a cell and waited for interrogation-"

Ben stopped listening to Pablo, he knew that it was rude and the story was interesting but over that past several days he seemed to notice something about Gwen. She seemed much nicer around him, nicer than usual. She still teased him but in a playful way, there was no malice behind them. He would sometimes notice that whenever Grace would grab his arm and show him something or to hurry him up for a ride like the zorb ball, Gwen would get this annoyed or depressed look when she thought that he couldn't see her. But it seems that John was hanging out with her as much as Ben was with Grace. Though he felt that he should be the one making Gwen feel better.

Listening back to Pablo's story. "-She was able to get him out of his cell, their love was strong and even though she knew that she would be killed if they were to find out she still did it. She chose a day where from eavesdropping on high ranking officers that found out about a sneak attack at the base that they were situated in. When the attack was happening she stole the keys from one of the guards and freed her lover. They ran through the corridors and out they went from the base. They ran for their lives getting out but in their haste they ran through the crossfire."

Gwen and Grace gasped.

"Yes, they ran through the crossfire. And through all the confusion of bombs, bullets, and grenades Beth got shot in the ankle. Stumbling she brought them both to a stop when they were right at the edge of the conflict. They were even more unfortunate than that though, because a grenade exploded close by. The shrapnel wounding Jack's leg, as they both lay there thinking that they were going to die they said to each other, I love you and kissed in the dirt within the aim of both armies." Then he pauses for effect but he is interrupted by Ben again.

"Is that the end?"

"No, no Ben. I was just about to get to the ending. Now, Beth had woken up and finding herself to be alive she looks around. She sees that she is in a medic tent and lying next to her was Jack, his leg was bandaged and looked alright. So because the Beth was a civilian and Jack's leg left him unable to fight in the war he was sent home and he brought Beth along with him. They married and lived a good life even after the war had ended."

A tear fell from Grace's eye, she was touched by the story. Ben also found that he liked the story and so did Gwen.

* * *

><p>The next day they had more fun and activities, Pablo surprised them by inviting some of his and Max's Plumber friends and their grandkids to a party on a large yacht that he had rented.<p>

They were having fun that night, it was one of those parties that are formal but you could get away with wearing something normal. There was even a small dance, it seemed that Ben was pretty popular with the girls that attended. John was just hanging on the railing watching the activities.

Gwen was starting to get annoyed at Ben dancing with all of the other girls. She didn't want to ask Ben to dance with her because she thought that he would think that it would be weird if they danced, them being cousins and all. So she just resigned herself to watching Ben dance with other girls and not her.

Grace could see Gwen just standing at the edge watching everyone else dance, even John had decided to join in. So thinking of a way to get he to enjoy herself she walked towards Gwen.

"Hey Gwen why don't you dance?"

"No, I don't really wanna."

"Come one it's fun! It's your last day in Boracay right?"

"Yeah. . ."

"Then come on and dance."

"But I don't have a partner."

"Don't worry about it, I'll be your partner then you can dance with someone else in a bit."

Grabbing Gwen Grace brought her to the dance floor, and they began to dance.

"See not so bad right?"

"I - I guess."

"Excuse me, may I cut in?" said Ben surprising Gwen.

Grace gave a little curtsy and finds another partner.

The two cousins begin dancing at the slow tune of the music.

"Kinda reminds me of the time you taught me how to dance for that wedding." Ben said, blushing a bit.

"Yeah it sure does." Said Gwen also blushing slightly.

"I've gotten better." Ben said with a small smile

"I've noticed."

"Uh Gwen?" Ben's face getting redder

"Yeah?" Gwen asked, getting nervous and not oblivious to what was happening

"Um never mind." Ben said looking away.

"Come on you can tell me." Gwen really wanted to know what he was going to say.

"Let's just keep dancing." Ben said avoiding the topic that he tried to bring up in the first place.

Thinking that she could not get a answer out of Ben anytime soon she sighs and thought that she would just be happy that she could dance with Ben that night.

A song came up on the stereo and began to play the chorus

I hear the rain again i feel the pain

I'm losing my head over you still love you baby

I think I've done my time can't get you off my mind

I'm losing my head over you, losing my head over you

Here and now in this state of mind, in a house as empty as my heart

i wonder how this ever came to be why were apart and it's making me crazy

I've seen the sun vanish in the sky it seems like all good things must end

but i know that all the hearts that cry their last goodbyes

must beat again but that doesn't me that we forget the pain

Gwen find's herself with her eyes brimming with tears. The song seems to find that one spot in her heart that ached the most for her love to Ben. Separating from him she quickly got away and went to the back of the yacht.

Ben found that the song made his heart ache, it was the exact way that described how he felt for Gwen his cousin. Going after Gwen he comforted her in the best way he could without his real feelings show.

And so that night Ben and Gwen sat at the back of the yacht, spending the last night of their stay on the wonderful island of Boracay together, both wanted to confess their feelings to express them to the other. But the fear of rejection made them stop, both not realizing how close they were. The two cousins settling for comforting the other but they cannot fully express themselves.

Authors Notes:

So how was it this time? I'm sorry i didn't update in over a week i was caught up in reading a story over at fictionpress (a 860,000 word story) during the past 4 days. This was kinda some fluff and filler because i wasn't sure as to what fluffy or plot related things to put while they have fun on the island. And don't worry I will be updating at a better pace soon but i may have gotten another project up in the works something that i might post on fictionpress(a little plug there) Also I do not own the song lyrics the song is called Losing My Head Over You by Craig Farraway it's a good song and i suggest you look it up so you can get the gist of the scene.

Please Review!


	14. It's Too Late

Disclaimer: I do not own Ben 10

Chapter 13: It's Too Late

Now on the day that Ben, Gwen, and company are going back to Manila from Boracay. We go to our man.

He was still wearing the same shirt and jeans that he wore, but they didn't seem to have any sign of dirt or wear on them and he still wore his cap that hid his face. He has been busy for the past several days hunting down and killing or blackmailing those who were connected to people he didn't want to know that Ben Tennyson was there. Over the days there have been three suspects that he knew that have gone off planet and they were headed in different directions presumably to their bosses.

Deciding to go after the ones which were headed to closer destinations he went to the old warehouse and using his Plumber badge entered through the hidden stairway.

The inside was dark but touching a small panel to his left the lights flashed on. there were several doors leading to other parts of the base. Entering the third one on his left he saw a multitude of weapons and gadgets. Everything had a layer of dust on it, as if they haven't been touched in years. Grabbing to two weapons that had the thinest layer of dust on them was a black knife and machete. Exiting the weapons room, he headed off to the main area of the base. There was a large computer screen and many smaller computers for more people that would normally stay and make sure that everything was running efficiently. Turning on the computers with twitch of a finger he sat down on one of the chairs and looked for the coordinates of the three who had escaped him. Two of them were only 300 light years apart in the edge of the galaxy, while the other one was headed in the totally opposite direction of the to himself he tells the computer to send the coordinates of all three to the ship that he was going to use and with that he went to the hanger bay.

In the hanger bay were several ships, some were made for fighting in atmosphere while others for space combat. He chose one that was made for long distance missions and was the fastest of the bunch. It was silver and sleek it looked like a tear drop, but it had three legs extending, two in the front and one in the back. The ship was not very large and only had standard weapon systems, but it would suffice for what he had to do. Entering the ship by the ramp he activated it and the computer opened the hatch and activating the ship's cloaking the ship headed out into space.

The trip will take several hours but it didn't matter all he needed to do was to catch up to the ship that was closest to it's destination and destroy it before it gets there. Going too the ship's sleeping quarters he just lay down on the bed his cap still hiding his face in shadow. Falling asleep he began to dream but, it was of nothing important but somehow it ended to become a flashback.

* * *

><p>He was on a hill, his face even then was hidden by a hat of some kind. Beside him was a young and pretty girl. Her name was Sarah, she had long blonde curly hair and beautiful shining blue eyes. The dress that she wore was the latest fashion, the dress was a light shade of pink not too bright but it was good for enjoying the outdoors in. Next to them was a picnic basket and they watched several children playing in the lake that was at the base of the hill.<p>

They talked of nothing and everything, both of them in love. Sarah asking him

"Oh Tom, wouldn't you love to one day have children?"

Though Tom was not his real name he responded as if it was the name he lived with his entire life. "Of course Sarah my dear but sadly a few years ago the doctors told me that i am unable to have children."

Sarah looked surprised. "Why is that Tom?"

"Well you see it seems that i was born that way and don't worry my dear nothing bad has happened to my jewels."

Blushing and slapping him on the shoulder. "Tom! I thought that you were genteel."

"I am when I need to be." He said smiling.

"Well I would like to expect that you treat me with a bit more respect as the daughter of the mayor. My father would never let me see you ever again if he finds out that you overstep propriety."

"Don't worry yourself over it, I will behave myself."

They continued to watch the children play as Sarah fed him some food that she had brought in the basket. They just sat there on the top of the hill for the rest of the day only leaving until the sun set below the horizon. they took the carriage back to the nearby town that Sarah's father was mayor. They arrived at around 8:00 pm according to the town's clock tower and he dropped her off at her home. Just as he was about to leave she gave him a kiss that surprised him because she had never one that due to proprietary reasons.

Heading back to the town stables he found his horse and gear untouched, paying the boy that watched over the horses he got onto the saddle and rode off to another appointment that he needed to take care of.

He rode out into the forest nearby and searched for a small campfire where he was supposed to meet his acquaintances, finding them in a small clearing within the forest he asked them

"So, when is the heist gonna start?"

One of the men answered. "Well boss, the train leaves at around 6:00 am, so we need to get to the turn at around 7:30 am." They were all dressed in a similar fashion, a hat to shield their hair from the sun and your stereotypical cowboy bandit outfits. Only out man was wearing something a bit nicer but it was not far off from theirs. That was one of the reasons that Sarah liked him, it was his choice of clothing she loved those stories that came from other towns of rouge cowboys that upheld the law if the sheriff couldn't. She thought that he was one of those vigilantes but she was dead wrong. Oh of course he liked her there was no doubt but he was a bandit.

He said. "Alright boys better got some shut eye we need to pull this off, and after that we all go our separate ways."

They all responded in the same manner and they all slept.

The next day they rose early, ate and rode out to the turn where the train would have to slow down so it wont derail. Everything went according to plan except one important detail, even though they were all wearing masks as they robbed the train. He found that Sarah was on it too, her father tried to be brave because he was known for being a boxing champ when he was younger. One of the members of his gang shot towards the mayor but he missed hitting Sarah instead.

He heard the alarm of the ship waking him up from his dream-like flashback. He had caught up with the ship that he was after and looking through the window of the ship he saw what he was after. The ship was shaped like a flying saucer but instead of the usual blinking lights it had a small tail like a comet. The computer was receiving a transmission from the whip that he was after. Ignoring the transmission he was receiving he activated the ship's weapons systems. He aimed at the ship and fired directly at the ship's engine and making it explode. He didn't care about the boss of that alien he knew that he wouldn't care for one of his subordinates dying.

Inserting the coordinates of his next target into the computer he just sat on the pilot seat because he knew it would be a short ride.

Less that an hour later he found that he was too slow, one of his targets had just entered the home of one of his "acquaintances". His home was on al planet where there was a giant fortress. His ship received a transmission from the planet, a grumbly voice called out from the ship's speaker

"Who enters this solar system? This is a private area, please state your business or leave. Otherwise we will blast you into pieces."

"Tell your boss Hiruk, that it is a very old acquaintance of his and i would like to have a meeting with him."

There was silence from the speakers and so he decided to stay where he was and waited for them.

"Hello my old friend! It's nice to hear from you, why don't you please land on one of the docking bays I will have a greeting party to see you when you land." Said a new voice. It was undoubtedly male but it had a girlish way of speech.

"Thank you Hiruk. I will see you shortly i presume?"

"Of course, of course my greeting party will show you to my meeting room." and with that the transmission was cut off and the computer screen indicated where he was allowed to land.

"Well that's perfect, I have to deal with him now." He said quietly to himself.

He landed his ship on the landing pad where there were several robotic guards each were 20 feet tall and they held spears and had turrets on their shoulders and seemed to weigh several tons. They escorted him to the room where he will have a meeting with Hiruk. The room that he entered was lavishly decorated with several artworks from different species some of which looked to be stolen or bought in the black market. He heard a door slide open behind him, turning he saw Hiruk. Hiruk was a tall alien with dark purple skin and had 4 eyes and 7 fingers on each hand. He was very muscular and was wearing what looked like a roman toga.

"My, my it's been a long time hasn't it, Runok?" Swiping at his cap the shadow that it cast revealed his face. It was well tanned, he had the looks of a native american but it seemed to be mixed with several other races so that it was difficult to know what his actual race might be. His eyes were black and so was his hair. He picked up his cap and placed it back on his head, putting his face in shadow once more.

"Do that again and I will kill you." He said with little inflection in his voice and sat down on a chair.

"Now, now Runok there's no need to be so hostile, remember the last time we fought." Said Hiruk sitting on a similar chair.

"Yeah, I remember that I was winning and almost killed you."

"Yes but we destroyed three solar systems because of that. And i had paid for them legitimately too. Do you know how hard it is to find three solar systems that were that close to each other and were gravity stable?"

"Well you deserved it."

"Now what can I do for you Runok, is it about the boy?" Asked Hiruk.

"So have you heard it from one of your subordinates?"

"Yes, yes I heard all about it. The wielder of the Omnitrix is on the planet Earth that you claimed, in the country called the Philippines where Plumbers are practically scarce and that is a perfect chance to get it an take it so we can either sell it for profit or make ourselves more powerful, without the PLumbers knowing of our existence." Said Hiruk in his girlish accent in a matter of fact tone.

"So are you going after it?"

"No."

Surprised, Runok asked. "Why?"

"I don't need the Omnitrix." He said simply. "I am comfortable here on my planet in my solar system. I don't want it, I am set for life as you can see from my collection." He said gesturing at all the paintings on the walls and the fortress and robot guards that escorted him.

"So you won't go after it?"

"Nope, but I do know a few who do and already know about it and are headed over to earth."

Panicking Runok asked. "Who? And How many have found out and are headed over to Earth?"

"Settle down I will tell you that there are 6 of them. And they are Yinte, Riture, Wevdin, Qunteru, Zonoren, and Feviren."

"Oh god not them. The boy wont stand a chance."

"Well yes it's them, they all have more subordinates that you know about and they are on their way right now. I doubt that you can't beat them all at once, so why are you so worried?"

"The fight may destroy Earth and the entire solar system and all 6 billion people will die just from one of them fighting me, now imagine 6. How long until they reach Earth?"

"I get your point. And well at least a week."

"Wait, why are you telling me all this?" Asked Runok growing suspicious of Hiruk's compliance.

"Because I owe you for not killing me at that time"

"It was an accident, I got blown away by the star's supernova and got sucked in when they all turned into black holes."

"Well I still count that as sparing my life."

"I will leave now." Standing up and walking out of the room

"Alright come back soon I like this conversation we were having." Said Hiruk still seated

Runok exited the fortress and got into his ship and quickly headed back to Earth and warn and protect Ben Tennyson of the danger that he will be facing. It was his fault, if he had done better he wouldn't be too late. The conflict that may end up destroying Earth could have been avoided.

* * *

><p>Who is this Runok? Who is he really? Who are these Yinte, Riture, Wevdin, Qunteru, Zonoren, and Feviren? Does he really hold all that power? Will Ben survive this confrontation?<p>

Authors notes:

So how was this chapter this time? Was it good was it bad? How did i do describing stuff? Did it flow and what not?

Please leave a review


	15. An Apple A Day

Disclaimer I do not own Ben 10

Chapter 14: An Apple A Day

In the dim light of a laboratory a man was pacing in front of a large screen, the dim light hiding his features. He had hacked into a Plumber satellite some weeks ago trying to track down the energy signal of the Omnitrix. For three years Tennyson has always been thwarting his plans but not anymore. He had been working on a side project in his spare time, one that he had thought up during the first time the brat had sent him to jail. From then one he only worked on it because he had other plans that needed less time to complete, why wouldn't he grab a circuit chip here and there while he was working on his other schemes and experiments. During the past two weeks he had done a robbery and a raid on a warehouse which held some equipment and materials for his plan. He was wondering as to why Tennyson hadn't tried to go after him during those two occasions. At first he was glad of the freedom to do as he pleased but something kept nagging at the back of his mind, he had realized it only a few days back though it wasn't something new but it had just slipped his mind. Revenge on that brat for messing with his experiments.

The computer spoke up. "Alert, alert, Omni energy detected."

"Location?" The man asked still pacing.

"The archipelago of the Philippines." The computer responded

"So that's why." He said to himself.

Although he was never and expert on computers, hacking and dealing with their systems, the satellite was easy to hack into. The first few days he had the satellite search for the Omnitrix only in the U.S.A area but after a couple of days there was no results. So he decided to set it to search across the globe. All the while he had waited for the computer to pick up the Omnitrix's unique energy signature he continued his side project. Now all he needed was to wait for how his test subjects would react to both the serum and the ray along with several combinations of time and dosage. He was a scientist after all. It had only taken a few seconds for the subjects with the highest dosage and exposure to the ray but they had all reverted within a few minutes weak and dying. So now he was waiting for the other subjects to react to their respective dosage and exposure. the best so far was a medium dosage and a flash of exposure the subjects still hadn't reverted back while all the others had reverted within a few minutes, seconds in some cases.

He walked out of the light that was given off by the large screen and moved towards a large cage that held several large animals. Those were his subjects with the perfect combination of both serum and exposure to his mutation ray. They looked at him intently with glowing eyes, knowing that he was their master.

"Ah my pets, soon I will have my revenge to that Tennyson brat and the Omnitrix will be mine." He said and began to laugh maniacally. The large creatures watching silently at the laughing figure in front of them.

* * *

><p>They ended up spending almost two weeks in Boracay, they were gonna miss the island but all good things must come to an end. They rode on the boat back to the island of Caticlan then flew back to Manila and were picked up by Juan and headed to Pablo's home. They were going to rest for a day then they will go on the road to visit one of the Philippines most breathtaking sights Banaue Rice Terraces. Getting back in the house Grace and John felt pretty relaxed while outside grandpa Max decided to bring out the rust bucket since he wanted to drive them to the terraces because he said that traveling in any other car feels weird for him, Ben and Gwen both agreed. The old RV felt as much as home as their homes back in Bellwood.<p>

They had arrived sometime after lunch, they decided to just order some pizza because it was already pretty late for Manang to prepare anything. After the pizza came they had eaten their share and then were mostly resting for the drive to Banaue. When the food settled in their stomachs Ben asked Pablo if he could teach him and Gwen how to fight like he does, he happily agreed. So they spent the rest of the afternoon with John and Grace as their training partners since Pablo's teaching style was so that they learn as a one on one instead of the traditional group practices that Gwen normally went through with her karate. Pablo would watch them while Grace and John showed them the strikes, movements, and blocks.

"Unlike other martial arts." Pablo explains. "The filipino fighting style teaches the use with weapons first, with my style we use one stick while some others use two."

Even though they were only practicing John and Grace kept Ben and Gwen on their toes. It was more extreme that what Gwen was used to when she sparred, Grace was not giving her any openings. They had trouble adjusting with the stick because it requires a different kind of coordination than just fighting with their fists. The part that they had the most trouble with is the closeness of the range that John and Grace kept them at. Pablo told them that the close range was that because the fight was much closer their punches were going to be weaker without the distance to throw them. But Grace and John seemed to hit just as hard in the close quarters as they could in the regular distance. They kept at it until the late in the afternoon, Ben and Gwen were pretty tired close to the end, so Pablo let them end early so he went and sparred with John for the rest of the while.

They sat down all sweaty from the effort of training with John and Grace along with the heat that seemed worse than the time they spent in new mexico.

"Ah, why is it so hot here?" asked Ben

"It's the humidity it actually feels kinda stuffy today too." Gwen answered

"It wasn't that bad when we were on Boracay." Ben complained

"I guess it was the constant cool ocean breeze that made it seem cooler."

Gwen looked at Ben, she could see his lean physique under his wet shirt. She could see the lean toned muscles of his chest as he panted from both exhaustion and from the heat. His face was covered with sweat, his hair stuck to his skin from his sweat. Though it wasn't just the fact that even though that she was used to seeing Ben shirtless from all the time that they had spent on the beach but it was his smell. Ben smelled wonderful, his sweat didn't stink like it used to back when he was ten when he refused to bathe for several days. It was musky and masculine, it reminded her of many things but she couldn't pin down exactly what it was. The smell of his sweat seemed to urge her to just tear of Ben's shirt and start licking the sweat from his body and-. What was she thinking? She can't do that. Especially not to Ben, even though she was now honest with her feelings towards Ben she knew that they weren't ready for that stage of a relationship. Even if they weren't in any kind of relationship right now.

Little did she know that Ben was having similar thoughts about her and how she smelled.

After Pablo and John were done with their spar which took very little time but they just continued to spar even though Pablo had a clear win. Nothing special happened that night, they all bathed before eating dinner and went to bed. Ben and Gwen were a lot more comfortable with each other now so they had slept closer than usual this time, close but not together.

The next day they were all rushing to get ready, apparently someone forgot to replace the batteries in grandpa Max's room and he ended up being the last one to wake up. By the time everyone was ready Max was still eating his breakfast and everyone waited for him inside the RV. Even though the would be spending the night in Banaue it is still a 8-10 hour drive and Pablo wanted to get there before or by lunch so they could go hiking for the rest of the afternoon.

Apart from the hectic rush in the beginning the trip was pretty uneventful. Ben challenged John to play a fighting game on the console that was installed in the RV while Grace watched cheering on for both boys. Meanwhile Gwen used her laptop and occasionally looking at Ben while he plays with John.

They arrived to the terraces a little after lunch, Max parking to a place with a good view of the terraces and they ate at a little cafeteria where Max enjoyed the food finding that it was much closer to what he wanted Ben and Gwen to try from the Philippines. Though the food looked unappetizing it tasted better that whatever grandpa Max had ever prepared. After their meal they went to the RV to get their bags for the hike. They meet up with another group along with their guide that will bring them around to see the sights and tell them about the terraces.

Starting off easy since they had only eaten about an hour ago they followed the road until they reached the first terrace. their guide told them the history of the terraces, he had an accent similar to Juan's.

"The terraces were built about over 2000 years ago by the natives of the Philippines who lived in the area to plant rice. Using only minimal equipment they built the terraces, even though they were not a advanced civilization like the Egyptians or Mayans. They had managed to create the terraces carved into the mountain where they could plant rice and vegetables and used and ancient irrigation system to help them. Even now people are still using the terraces for planting rice." their guide explains to the group.

While their guide explains to them he gestures out to the view of the terraces. Gwen looks over and saw the magnificence of the terraces. They were all perfectly carved into even steps from the mountain. She was amazed at the fact that it was a tribal civilization that created them, the pyramids were amazing but it was an advanced civilization and thousands upon thousands of workers to build them. She saw that Ben was also amazed from the fact, smiling she asks him. "It's incredible right?"

"Yeah."

Their group consisted more of foreigners than local tourists and they moved on. The hike was a good long one but the breathtaking view of the terraces kept their minds at ease but soon enough something came to change that.

"TENNYSON!" They heard someone yell from what seemed to be above them. Looking up Ben saw Dr. Animo, the mad scientist that he had beaten several times when he received the Omnitrix.

He was riding what looked like a large dragon but it's wings were feathered and instead of scales it had what looked like a shiny exoskeleton. The creature lets out a unearthly shriek when it looks down to Ben.

"Do you like my pets Tennyson? Soon I will have my revenge for all the times that you thwarted my plans and sent me to prison! And I will have the Omnitrix!"

"Aw great Dr. Animo, I thought he was still in prison." Said Ben

"I guess he escaped again." Said Max.

"You know they should really keep better watch over people like Animo, since this is like what the 20th time he escaped?" Gwen said

"Well it's time to kick his butt and send him back to where it belongs." Said Ben activating the Omnitrix

"Ben Wait!" Gwen yells.

"What?"

"Be careful when you fight him and don't damage the terraces you could get us deported or worse arrested for destruction of a national cultural treasure."

"Okay Gwen I'll be careful." He said transforming into Stinkfly.

"Be careful Ben." Whispered Gwen.

Ben flies towards Animo when half a dozen more of the mutated creatures come and protect Animo blocking Ben. From the force of the creatures wings Stinkfly was buffeted by all the wind and he couldn't get very close to any of them. One of them dives at him, Ben barely able to dodge it. knowing that getting close would be impossible Ben lands on one of the terraces and touches the Omnitrix symbol and turns into Heatblast. Firing a stream of flames at the creatures, it seemed to work at first but as it turned out that their strong wings blew away his flames leaving them untouched while the ones that he did hit their exoskeleton and feathers didn't burn from the flames.

Gwen going to help him, quickly casts a whirlwind spell the one that she had used countless times before, but even with the strong winds that she created the creatures and Animo were unfazed by it. Ben hit the Omnitrix again and turned into Diamondhead and fired crystals as hard a he could, they were not affected by the wind that the creatures made with their wings wile they flew but their had exoskeleton seemed extremely hard as well as flame resistant.

Laughing maniacally Animo said. "Over the years i have been perfecting a way to defeat you and now I have it!"

'They must have some kind weakness' Ben thought. Jumping away when one of the creatures make a dive towards him and landing in the mud that covered the terrace. It's wings got covered with mud and for a moment was distracted it quickly shook off most of the mud and flew back to the other creatures, struggling to gain altitude until the last of the mud was clear from it's wings.

"Gwen can you cast a lightning spell?" He asked her

"I can but my aim isn't great at flying objects, why?"

"Because I have a plan." Said Ben.

It seemed that the mud makes it difficult for the creatures to fly like when Stinkfly's wings get wet. So transforming once again he turned into Fourarms.

Gwen yelling. "Ben what are you doing?"

He grabbed some mud and threw it at the creatures most of them got out of the way but he was able to hit a couple and they slowly descended, grabbing more mud he threw it again at the creatures bringing them to the ground.

"Now Gwen!" He shouted.

Gwen finally understanding Ben's plan and cast a lightning bolt disintegrating both creatures.

Now that they had a plan of attack with Fourarms throwing mud, Gwen with her lightning and soon all the creatures were destroyed except for the one that Animo was riding. Fourarms couldn't hit it no matter how much mud he threw at it.

Right now Animo was panicking, He didn't realize that mud would slow down his pets allowing the girl to destroy them. Looking back up he saw that Fourarms jumps and lands on the creature his weight bringing it down. Grabbing Animo and a handful of mud he threw it on the creatures wings letting Gwen destroy it. Ben kept a good hold on Animo bringing him to his grandpa. Handcuffing Animo, Gwen teleported him back to jail the same way she had done with Hex and Charmcaster.

After the fight, since no one got hurt the guide decided that it would be okay to continue with the hike. It was much easier to appreciate the beauty of the terraces when you are close looking from a farmer's perspective. But it was much more exciting than that, because to get anywhere in the terraces you need to cross them. You can't just walk across the planting fields, you have to walk along the ledge of the terraces to get anywhere. For the most part Gwen who was not particularly afraid of heights she was getting nervous because some areas of the terrace are really short and if you fell it would be like falling down literally a massive set of stairs. Slipping on a muddy patch of the path she unconsciously grabbed onto Ben's arm for balance.

Ben felt the pressure on his arm when Gwen grabbed on, he gave her a questioning look.

"I kinda slipped." She said blushing lightly.

"Alright then, hold on until we reach somewhere with better footing." He said with a small smile. "I won't ever let you fall."

Gwen blushes harder and holds on to Ben's arm a bit tighter as they walked along the edge of the terraces.

They hiked for a good part of the afternoon away, the view of the terraces still looked majestic even if they were the only thing to really look at. They guessed that it was their utility that lasted until today that made them a bit more appreciated than other wonders of the ancient world. By the time they reached the bottom of the terraces their guide asked them if they wanted to visit the local witch doctor or Mumbaki*. HE said that if they were experiencing any kind of ailment that cannot be explained then you could try the witch doctor. At theses words Gwen's ears perked up. She knew that magic really existed and the only other magicians that she knew was the old shaman, Hex, and Charmcaster. 'Maybe I could ask a few questions about magic and breaking spells just in case, Charmcaster's book barely had anything on breaking or undoing spells.' She thought.

"Hey grandpa? I wanna go see the witch doctor."

"Why you got a curse or something?" Grace asked jokingly, Ben smiles at the joke.

"No I'm just curious about it." Her happy moment evaporating at Ben's reaction at Grace's joke.

"Alright then." Said Pablo handing Gwen 100 php. "I've met the witch doctor before and even though I'm not the superstitious type. My wife insisted that I should see him when I started to loose me edge in sparring with Jack-jack. Back then he said that someone put a curse on me so that I would get slower and weaker so that they could kill me for revenge and I cant say that I don't have enemies in this country. Suffice to say he is the real deal."

"Thanks Pablo." Said Gwen taking the bill, then she walked down following the guide along with two other tourists.

They arrived at a hut which seemed to be just a regular hut, there were no charms, writings, or symbols on the walls which seemed to surprise Gwen. The other two tourists from their group went first, one at a time. When they came out a little while later they seemed to be relieved from something and one held something in his hands or held on to it in his pocket. The guide gestured Gwen to go inside and entering the hut she saw that the witch doctor sitting on a wooden stool. The room was fairly plain there was no incense or candles or anything of the sort that would seem to her traditional magic, but she guessed that those were required in casting spells maybe disarming or lifting them was different. The witch doctor was wearing red clothing that formed a kind of skirt around his waist and another that hung from his shoulder and rested on his hip covering most of his torso. He also wore a hat that was the same color as his 'robes' and was decorated with feathers. Gwen thought that it was rather simple clothes for ritual, but then she mostly studied occidental magic and less on oriental. He was smoking a pipe which seemed to have no smell even though there were no windows for the smoke to escape. He was skinny and wrinkled he seemed to be quite old, he was rather short just a bit taller than Ben.

"So what is it that you need help with?" He asked, his accent different from most filipinos that she heard but it was still understandable.

"No I do not need any kind of help, I just came to ask a few questions." She replied

"Not many come here asking for knowledge, mostly they come asking for help."

"Are you really able to remove curses other things?" She asked him getting straight to the point.

"Yes I can." He replied.

"Then what do you sense around me?" She asked testing him.

He stood up form his stool walking over to her, looking over her closely. "You have plenty of magic around you but it is wild magic, it has no shape. Are you a witch?" He asked cautiously.

"I am." She said truthfully.

"Then why did you come to me if you are one? I am supposed to break the spells of your kind, spirits, and demons that are cast on people." He asked curiously.

"Can you show me what you can do? I am still learning and I have no master to teach me and my only book does not have any spells that are used for breaking other spells."

Sighing the witch doctor asked her and brought out a candle. "Alright, do you know the spell of cursed fire?" He asked.

Nodding Gwen guessed as to what he was going to ask her to do. "Light the candle with the fire and try to extinguish the flame without resorting to the spell again."

Gwen did as she was asked, she cast the fire It was a deep black and violet color and tried to snuff it out. She tried water, blowing it, making a vacuum, and several other spells to try and put out the fire but she could not. The witch doctor nodding at it he put his hand on the flame and without saying a word it shrank and disappeared, he then brought out a coin and put it in his palm then chanting several words then handed the coin to Gwen.

"You can see that breaking and lifting spells and curses are not very dramatic as casting them, that is why it is hard to find if a witch doctor is real or fake. The coin will protect you if you cast the spell and it gets out of control and it will also nullify it."

Gwen was surprised at finding a real witch doctor that actually broke curses. She handed the bill to him and pocketing the coin she said thank you to the witch doctor and left the hut, returning to the group. They hiked back to the top of the terraces following a different path that they followed going down which was much shorter and safer since it was almost getting dark.

"So what did you learn?" Ben asked Gwen curiously.

"He really is a real witch doctor."

"How did you find that out?" Grace asked Gwen.

"I'm not telling." said Gwen

"Come on Gwen it's not mature if you keep secrets like that." said John.

"Yeah Jack-jack is right, come on Gwen tell us!" Grace pressed Gwen for the details.

"If you really wanna know then let me curse you and go back to the bottom and ask for his help." Gwen joked

"Gwen." John said with a disapproving look.

"It was just a joke." Gwen said.

They finished the hike and ended up back to where they started, they all thanked their guide and payed him for his services. They got back to the RV and they were asking where they were gonna eat. Pablo suggested that they go to a restaurant that he went often whenever he visited the area. The food they had was very similar to their lunch in appearance but tasted better, Ben and Gwen knew better than to ask what their food was made of. At least they knew that it was normal ingredients instead of all those times that grandpa Max made something with worms or something worse.

Finally they had to think of how their sleeping arrangement should be. Pablo wanted to sleep on the passenger seat, Jon decided to sleep on the bench, while Max would sleep on his usual hidden bed that was in the wall of the RV. Ben and Gwen would sleep in their bunks, as for Grace they thought that she should share with Gwen. The two of them being small that they could fit comfortably. And so that was the arrangement.

* * *

><p>That night Gwen was having a nightmare. She was bleeding, blood was running down her forehead flowing into her eye disturbing her vision. She lay on a pile of rubble, a piece of rebar stabbed into her leg keeping her from moving. Everything around her was in flames, she could see a figure becoming visible from the dark smoke that rose from the flames. His eyes glowed and erie blue, she couldn't make out his figure because of the blood in her eye and the smoke blocking him mostly from her sight. He held up a small figure by the neck, she couldn't see anything for a while then the smoke clears from a gust of wind brining in the person the dark figure was holding. It was Ben, his body was beaten and battered he didn't move, not even to breath. Gwen screamed "BEN!"<p>

She woke up, in a cold sweat her heart was pounding. Taking deep breaths and using meditation to help calm her down, she slowly got her heart rate back to normal. Still shocked from her nightmare he didn't want to go straight back to sleep. Looking beside her she saw that Grace was peacefully asleep. Gwen thought back to that storm on their first night in the Philippines, remembering the security that sleeping close to Ben had let her sleep calmly through the storm. She quietly got off the top bunk and snuck into Ben's bunk, being careful to not wake him up she snuggled a close as she could to Ben without disturbing him, which was pretty close already. And like magic, a wave of security of being close to Ben, her Ben and she slowly fell into a deep sleep.

* * *

><p>The next morning Ben slowly woke up, noticing that there was something quite wrong with his bunk. First thing he noticed was that the first thing he saw when he opened his eyes was Gwen's sleeping face. Although that wouldn't have surprised him back at Pablo's house, it was just because they were back in the RV so she had her own bed to sleep in and secondly he felt something behind him, slowly turning around he saw that Grace had also snuck into his bunk in the middle of the night. During the Boracay trip Ben saw that Grace had a kind of cat-like personality. She was very playful and childish at times but she can also be vary serious, he had already lost count as to how many times she had grabbed him to show him something or snuck up and surprised him wrapping her arms around his neck hanging on his shoulders in a playful manner. Ben had never expected that she would do this though. She had never snuck into his and Gwen's room to sleep next to Ben. Maybe it was just the fact that Gwen was sleeping next to him that she never tried to do it until now.<p>

'Aw man. This could get ugly.' He thought to himself as he tried to figure out a way out of the situation without waking anyone up before either of the girls woke up.

Authors Notes:

Hey guys! I haven't updated for a couple of days now so here it is! I'm sorry if the quality kinda went down in this chapter but I will do better next chapter. Also how was this chapter? How did it flow? Was it good or bad? Tell me! And I'm sorry if i rambled a bit in some parts but it just happened.

Also there seems to be a lack of reviews in this story. I know that the longer stories kinda intimidate people who might read this, but please leave a review! I know that there are 6 people who have subscribed to this story and i can name them out! and at least 9 people who have read it. The only person who seems to be giving extra feedback is Bennet001 so i have to thank you for that. You have been warned!

Just remember that I know who you are! So leave a review! PLEASE I AM BEGGING YOU!


	16. Early Talk

Disclaimer I do not own Ben 10

Chapter 15: Early Talk

We now go back to Ben, laying on his bunk between two girls. Both very pretty and around his age, to his left was his cousin and to his right was a friend that he made over the weeks he was in the Philippines. Now the problem was that he could not get out of the bunk bed without disturbing either one. He was between a rock and a hard place, though his situation was a lot more comfortable than that. If he waited for one of the girls to wake up then the situation could get worse. And if he was able to get out before anyone else was awake then he might have a chance of escaping what could be a very awkward talk.

It only took him a few moments to think up of a plan, but it was dangerous and a extreme gamble that he had to take. His plan was to use the Omnitrix and turn into Greymatter and slip out of the bed. But there were two catches in his plan. One the flash of light could wake up the girls but he found out that the girls brought their own blankets since his was too small to accommodate all three of them he could use it to hide the flash. Secondly if he was particularly unlucky he could turn into one of his larger aliens and forcefully wake up both girls with the alien's bulk.

He was now in a even worse position when he saw Gwen shift in her sleep, then feeling Grace's hand on his shoulder. He needed to decide quickly whether or not he would go with his risky plan. Looking outside from what he could see it was still dark but two weeks in the Philippines and waking early to watch the sunrise over the ocean on the other side of the island let him know that it would only take around 30 minutes for it to get pretty bright. Finally thinking that he should take the chance even though the odds were probably against him. He hid his head under his blanket activating the Omnitrix and choosing the silhouette that represented Graymatter, closing his eyes and hoping that the Omnitrix would let him turn into Greymatter he pressed down.

The flash was covered by the blanket like he expected and he opened his eyes. He found that the blanket seemed to be bigger than he remembered, relief flooded over him, he was Greymatter! Crawling towards the edge of the bunk he jumped out and exited the RV. It was a good thing that he slept on the lower bunk and that the Rustbucket had a gap that he could easily squeeze through. On his way to the gap he looked at the clock on the radio it read 3:16 am. Sighing to himself he exited the rust bucket. It was really early but those days it was easier to wake up earlier than he would normally back in the states. He walked a fair way from the RV and pressing the Omnitrix symbol on his back he turned back to Ben.

Looking around at the terraces he saw that they looked beautiful in the dim light of night. The mud that covered the terraces reminded him of the ocean at night on a clear night. the dirt in the water settling overnight. It seemed that they gave the sky a kind of abstract counter part to the clear full sky. The early morning was quiet but there were lights turning on in the houses of the farmers who worked in the fields getting ready for the day ahead.

"So how do you like it?" A voice asked behind him making Ben jump.

Looking behind him he saw that John was sitting on a rock by nearby with a clear view of the terrace under a mango tree which hid him from Ben's view when he first waked out. "Why are you up so early?" Ben asked him.

"I could ask the same thing, by the way I saw your little love triangle slumber party."

Ben blushed at the statement that John gave him saying. "It is not a love triangle or a 'slumber party'."

"Well call it what you want but it doesn't really matter to me though, Grace can choose any boy she likes but sometimes the boy needs my approval and as for Gwen she is your cousin but like i said it doesn't matter to me. Love is something that is hard to find and if you don't grab it you might never find it again." Said John, Ben blushing even harder at the fact that John noticed so easily he looked away, glad for the dim lighting of the night. "Alright let me explain. I didn't see it in you but it is more obvious with the girls, I see how Gwen looks when your attention is grabbed away from her to Grace and for Grace she is more open and playful around you and normally she is a quiet person, oh she has her moments but you seem to bring out her more playful side."

Ben looks back up at John and asked. "Do you really think that Gwen and Grace like me?"

"I'm sure of it, I can only see it because I have seen it enough times and I'm far enough away to see clearly." He said.

"Are you sure?"

"Yes I am positive."

"But how can I choose between the two of them?"

"Well let's see what we've got." Said John. "Let's start with Grace since I know her better." Ben nodded at that. "She is charismatic, playful, very pretty by that glazed look in you eyes back in Boracay." Ben blushes again with the fact. "She is around your age, you two get along very well, and although she is the same age she is more advanced in school. Now that is Grace, now Ben tell me about Gwen."

The sudden question shocked Ben even though he was expecting it, he found himself with nothing to say.

"It's okay take your time."

"Gwen is also very pretty and charismatic." Ben blushes harder, never talking about girls he liked even with his friends back home. "I've known her for years, she is very beautiful, we shared many experiences that makes us very close." He now wasn't sure because he liked Grace but he loved Gwen. The information that Grace liked him was shocking to say the least.

"Hm." said John. "I think that gives Gwen the advantage but i can also see another thing."

"Like what?"

"In a couple of days you guys will be leaving. You will still have Gwen for the rest of your trip, while Grace has to stay behind."

Ben realizing the situation with Grace, making him feel even worse at the fact that he loved Gwen while Grace tried her Best to spend as much time to be with him before he left. He didn't want to hurt Grace's feelings.

"You know you should really be careful at what you will do for the next couple of days. One wrong move and both of them could get hurt now or later in one way or another."

Ben was now even more torn now that he thought about it. If he spent time with Gwen, Grace could get heart broken when he leaves and vice versa. There were countless situations that could hurt one or both girls if he made a wrong move. Ben hung his head low and asked John. "What should I do?" His voice weak and unsure.

"You know what I think? I think that you should try and choose carefully what you need to do. You can either hurt the feelings of Grace and be happy with Gwen or you make Grace happy but take the chance in loosing Gwen. But there is a third option." Said John. Ben looked up at him with hope in his eyes. "You could step carefully and both not hurt Grace's feelings and do not risk loosing Gwen. It is difficult but don't ever think of trying to cater to both of their feelings, that is the absolute worst that you can do for both of them." John said the last part in a hard tone that frightened Ben slightly.

"Thanks for the advice John and thanks for helping me see what i couldn't." said Ben

"Your welcome."

They sat in silence looking over the terraces watching as the day grows brighter as the day starts.

"Oh yeah I forgot to ask, why are you awake so early?" Ben asked John

"Well you know, it's just a habit I guess."

"And you seem tired, are you sure you're getting enough sleep?"

"I am it's just that." John sighed. "I feel old, older than my years."

Ben was unsure as how to decipher this so he asked. "Why? You're only 15 there is no reason that you should feel old."

"Well look at me, I may be 15 but I'm in college already and I guess that it seems to be just my personality that makes me feel this way."

"Is that why you gave me that advice?"

"Yeah well, that's part of it I guess."

So the two boys waited for the sun to rise above the mountains around the terraces as they wait for the day to begin.

Authors Notes: Hello! It's an early update, although it was not a fluffy but i was supposed to move the plot forward this chapter but i decided that it should be the next one because this seemed to beg for a chapter of it's own. Sorry for it being short! I find that this chapter is similar to Gwen's talk with herself in chapter 10. Anyway see you next chapter!

Please Leave A Review!

p.s. I'm sorry for that threat last chapter i was not getting any reviews for the last couple of chapters that i was getting worried that no one was reading it. so i was getting kinda cranky about it


	17. Grace

Disclaimer I do not own Ben 10

Chapter 16: Grace

Little did the two talking boys realize that after their "man talk" some one came up behind them. It was Grace, she woke up because she needed a call of nature. When she saw that she wasn't alone in Ben's bunk but it wasn't Ben but Gwen, she guessed that he was awake. She even looked towards the couch that John had slept in, she knew that John always woke up early. She looked out of the RV and saw that the two of them were talking outside and she assumed that they were going to watch the sun rise over the mountains. She looked towards the sleeping Gwen, Grace noticed the slight change in Gwen's attitude towards Ben in Boracay so she worked twice as hard to get Bens attention that usual. She liked Gwen, even though she could take Ben for herself since he was going to leave anyway. Grace wasn't the kind of girl that would be ferocious to another girl because they liked the same boy but she also wasn't the kind to just back down without trying.

Washing her face in the bathroom of the RV then walking outside she could see that it was getting brighter as the sun rose over the horizon. Felling refreshed from the cool water she snuck up behind Ben jumping and wrapping her arms around his neck like so many times before during their stay on Boracay.

"Hey Ben good morning!" She said.

Ben's hair smelled wonderful, it was still a messy bed head but she didn't care about it. It was his natural smell, the shampoo that he uses has such a weak scent that it just lets his hair be natural.

Ben answered. "Uh morning Grace."

"So what are the two of you doing awake so early in the morning before everyone else?" She asked the two of them.

"I'm always early." Said Jack-jack in a matter-of-fact tone.

Ben didn't answer her, though she felt his neck heat up a bit. She kept quiet for a little while never growing tired of the feel of Ben's hair on her skin or it's smell.

"Uh Grace?" Ben asked after a while

"Yes?"

"Would you mind um, getting off and have a seat?"

"Why? I'm fine like this." She leaned forward and looked down to look at his face her hair draping like a curtain.

He looked up meeting her eyes. She loved their color, they were a bright vibrant green. She had never seen anyone with brighter eyes than his. They sparkled, full of life they shivers down her spine every time she looked at them. "It's getting kinda warm and your hair is tickling my neck."

Reluctantly she separated herself from Ben but took a seat beside him on the stone. The stone was just barely large enough for the both of them and she cuddled up close to Ben so they could both be comfortable. All three of them watched the sunrise while they waited for everyone else to wake up so they could eat breakfast and leave.

Grace just cuddled up, happy for the time that she is able to spend with Ben like that. Even though Jack-jack was there it was still fine for her if she could spend the entire morning with him like that. Grace got to know Ben pretty well over the short amount of time since they have met. Ben was a wonderful person, even Gwen was nice. They talked a lot with each other and told stories of their lives, she mostly listened to Ben since his life was more exciting than hers being the wielder of the Omnitrix and everything. He told her of the many adventures that he had ever since he had gotten the watch when he was 10. She enjoyed listening to him while he told stories of his adventures, his eyes grew brighter and get fuller of life whenever he told her something memorable. To be perfectly honest she had not expected that Ben would be so gentle and humble. She thought that she would have to put up with some bratty kid that has been pampered in the rich life of America, even though she was richer than most filipinos things were really different in their lifestyles.

The time that they spent in Boracay was the best time of her life. She had made memories with Ben, Gwen, and Jack-jack that she would hold dearly for the rest of her life. She never had so much fun in the two weeks that they spent there than any other place. Grace had fallen in love at first sight with Ben but she had hidden it well but she couldn't have hidden it very well while she was having so much fun. She remembered during the activities that her lolo prepared for them they rode on small boat that you were supposed to stand on instead of sitting in them. Ben's first try ended up with him getting off balance and sending a splash of water towards her and Gwen, it was one of the many moments that she loved and cherished.

There was one part of the trip in particular that she loved, They were walking back from one of the activities that lolo Pablo had set up. Pablo and Max had somewhere to go, no doubt going to make sure that their other activities are assured and will go smoothly. They were going through the main area of the island where most of the hotels and restaurants were located and on their way back to the vacation house. Ben was not with them since he was buying some buko juice(to be more accurate coconut water) which he found that he liked it a lot. Grace had found that really cute, so did Gwen. When they were approached by 3 boys about 15 by Grace's guess. They were tourists, probably whose parents came at that time of year because hotels would be cheaper and less crowded.

"Hey wanna come with us have some fun?" One of them asked Grace.

Gwen stood in front of Grace. "Not thanks." She said coldly.

"Come on we can show you two lovely girls a good time." One of the other boys said.

"We don't want to." Said Grace.

"Yeah we can show you two a great time." the last of the three said walking behind them and putting his arms over their shoulders. The three boys obviously not listening to the girls.

The boys obviously didn't know wha they were dealing with, both girls can easily take on all three of them by themselves, Grace more so. Grace hated the fact that she had to fight her way out of the situation when she felt the pressure of the boys arms on her shoulder. Her face began to become a impassive mask and she was ready to throw the boy towards his friends. But then the pressure left her arms then the two boys in front of them looked somewhat shocked. turning her head she saw that Ben has come back from buying his buko juice and held onto the boy by his shoulder. Even though the boy was almost a foot taller than him Ben held his ground.

" Leave them alone, they said that they don't want to." Then took a drink of juice.

"Yeah? And who's gonna make m-" said the boy before Ben swept his leg making him fall on a thin patch of sand where there was concrete.

"You little-." said one of the other boys taking a swing at him and ended up being thrown to the ground by Ben.

The last one grabbed hold onto Grace but found out that that was the worst mistake that he could ever make. She grabbed onto his arm and twisted it in a very odd angle making the guy wince and grit his teeth.

"Leave us alone." Grace said, not coldly but with absolutely no emotion that sounded worse that if she had said it any other way. Just her emotionless voice made all three boys run away back to wherever they came from.

"So Ben, how's the buko?" Grace asked him, smiling as if nothing had happened.

"It's great." Ben said smiling before Gwen took it from his hand. "Hey!"

"Don't worry Ben I just want to try some." Said Gwen and taking a sip. "Hey It's pretty good." Gwen said surprised.

"That's what I've been trying to tell you Gwen. Now give it back."

"Alright, here." Gwen said giving back his juice.

That was one of her memories that stood out for Grace. Even though Ben knew that she and Gwen were perfectly capable of protecting themselves from the boys he still came to help. That was one of the reasons that she loved about the young 13 year old. It was a fun trip and it was great while it lasted.

Another one is the little party that lolo Pablo had set up and she was able to dance with Ben but when she saw him comfort Gwen she felt sad but she knew that she needed to try better.

Little did Grace know that, that those were also one of Gwen's most memorable times during their trip.

The mountains were quite cold at that time in the morning but she barely noticed because she was warming herself with Ben's body heat.. They all watched the sun rise in complete silence, all three of them comfortable with each other's company and even though they had only met for such a short time they felt like they have been friends since childhood. The only one that enjoyed the moment the most was Grace she was glad that she met Ben. If not she wouldn't have had so much fun and also let her love so much. She was glad that she was honest with herself, otherwise she would never have felt how good being in love was.

Authors notes: Hello my wonderful readers! It is good to see you. I know that i promised last time that i would move the plot but this made me decide otherwise. And no I am not sorry that this is not a BenxGwen but a BenxGrace chapter. If you want to rant go ahead, in fact Review! Come on people! you know the drill, you review my stories get better and come out more often. It's the reviews that help me write faster so if lesser reviews then the chapters get out slower. Reviews are what make me want to publish more chapters.

Please I Beg you leave a REVIEW!


	18. Hello, And Goodbye!

Disclaimer I do not own Ben 10

Chapter 17: Hello, And Goodbye!

Gwen woke up expecting to find Ben lying next to her but to her disappointment she was alone in the bunk. She guessed that she was just asking for it, Ben keeps waking up so early in the mornings but the times where he had so much fun the other day he would sleep in so she could spend a bit more time watching his sleeping face. She looked towards the front of the RV to find that everyone was already awake and they were on the road again.

During breakfast, grandpa Max told them that they were going to the mall the next day. Max could see on their faces that Gwen and Grace were excited to go shopping.

Nothing exciting happened on the way back nor during the night not even the morning of the next day. But something was going to happen sooner or later.

They were inside the biggest mall in Asia, MOA or Mall of Asia. It was such a huge place there were so many people that were shopping. Gwen and Grace both grabbed Ben's hands and rushed him into a store in a shopping high. Leaving Max, Pablo, and John behind. John smiling slightly at the scene.

"Hey Ben call us when you'll be paying alright!" Pablo shouted over the crowd

"Okay!" Ben answered before going inside the store the girls wanted to go in.

"Hey lets get something to eat, I think those three will be there for a while." Said John. The two man and the teen left leaving them to do their business in the store.

"Hey Ben does this look good on me?" Gwen asked him holding up a light green shirt with small gems making the designs in front of herself.

Ben looks it over, now he was used to Gwen dragging him with her when she goes on a shopping spree. "It looks great, try it on and see how it really looks."

That was the only thing that Gwen needed, she quickly rushed into the changing room. Grace held up some jeans and asked Ben if they suited her.

"Try them on that's the only way we can know." Said Ben and with that she also went to the changing room.

Ben now had two choices, one he could wait and comment on what they wore or two pick out some clothes that might suit them so they could stop bugging him. Ben chose the second option. he looked over the racks of clothes and saw a several shirts, pants, and shorts that would look good on both girls. Smiling at his luck he grabbed them and brought them over to the changing rooms. Picking out which clothes match and which one suited either girl better.

"Hey Ben?" Asked Grace.

Ben looked behind him Grace had worn the jeans that she picked out and they looked really good on her except her shirt didn't match very well with it's color. "You look great Grace, oh yeah here try this on." He handed her a shirt that was a shade lighter than the dark jeans she chose with words in white that read Grace. It was pure coincidence or was it luck that Ben found a shirt with her name, there were several shirts with names on them and a sign that read if there wasn't a name they had they could make them. Grace looked at the shirt and gave a wide smile took it and went straight back to the changing room.

Gwen came out and showed Ben the shirt that she picked out. "How does it look?" She asked him.

Ben looked the shirt over and shook his head. "They style doesn't really match you here try these on." He said passing Gwen a pair of denim shorts and a pink shirt with a kitten on it.

Gwen's eyes brightened at the kitten, Ben always knew that she loved cats and the pink was not too bright as to compete with her hair. With that she went back into the changing room.

Grace was inside the changing room looking over the shirt that Ben picked out for her. She looked in the mirror to see how the shirt would compare to her skin, her hair and the pants. Ben was right about the shirt going well with her jeans.

Grace stepped out seeing Ben looking over some more clothes that he thought would look good on them. "Hey Ben how does it look?" She asked him. Ben looked over her like he did Gwen, the clothes looked really good on her. "They look great, but i have a question though do you like it?" Grace wondered at Ben at the question. "Yeah I love it and it really feels good to have your opinion on clothes since Jack-jack doesn't really pay attention." Ben understood. "Yeah I used to hate shopping but over the years I have gotten used to it. Oh yeah here try this on."

That went on for a long time, Ben picking out something for the girls and they occasionally choosing something for themselves, since they both agreed that Ben chose clothes that they would choose themselves. Ben actually enjoyed the time he spent with the both of them, it gave him a great feeling every time the smiled at him for a good choice. Of course some of the clothes were rejected but that was to be expected, Ben may have a good guess in what would look good but he made mistakes from time to time. Apart from the feeling of making both girls happy Ben enjoyed the eye candy, both of them looked great and even some boys from outside of the shop were taking second glances at the two girls whenever they went out of the changing rooms to ask Ben for his opinion.

Although there were two of incidents though both of which involving a pair of jeans. Gwen had gone out of the store to go to the toilet and Grace kept trying on different kinds of jeans until she spotted a pair of skinny jeans.

"Hey Ben?" She asked

"Yeah?" He responded looking over for more shirts that Gwen and Grace could try on.

Grace decided that she should surprise him and said. "Uh, never mind." Grabbing the jeans

"Alright." Now he was looking for something that he could try on.

Grace quickly went into the changing room and put on the jeans, they were easy enough to put on not like she was expecting and looked them over in the mirror. They were great but didn't really match the shirt she was trying on so she called out to Ben.

"Ben could you pass me one of those red shirts?" and before she knew it Ben threw over the exact red shirt she was thinking of. Putting it on she looked the clothes over in the mirror again, this time they were great. She stepped outside and asked Ben to look her over. They both agreed that it was great so Grace decided to get it. SHe got another shirt and pair of jeans then went back to the changing room. She first took off the shirt and put the other one on then she reached for the jeans but she couldn't pull them off. Grace began to panic, she kept trying and trying to get the stubborn jeans off but to no avail. Giving up she wondered how she could solve the problem, Then an idea popped into her head but she didn't have any choice.

"Ben?" She nervously called out.

"Yeah Grace?" Ben answered.

"I-I need some help."

Ben wondered what she needed help with. "What do you need, another pair of jeans?" He asked her

"No, it's not that. Just come to the changing room!"

Ben now even more confused went to the one that Grace was occupying. "I have a slight problem." Grace moved the curtain revealing herself. Ben saw that she changed into the shirt that he passed her but was still wearing the same pair of jeans. "I can't take them off." She said blushing furiously. Ben finally knowing the situation nods and walks towards her before stopping himself at what he was about to do. He looked around to see if Gwen was back, thankfully she wasn't and looking back to Grace now both of them blushing furiously. Ben nudged her back inside the changing room and closed the curtain behind them. Ben sighs at the situation that he was now in.

"How do you think we should do this?" He asked Grace.

Grace was just standing there silently still blushing from embarrassment and the fact that Ben was the only one who could help her out of it.

"Grace?"

"Uh let's try this first, okay? You pull together the pants so the button loosens up and I will undo it and you have to keep your eyes closed."

"A-alright." Said Ben getting down on his knees and holding on to the pants and closed his eyes.

"Ready?" Grace asked

"Yeah."

"Alright, pull!"

With his eyes still shut Ben pulled the jeans together and Grace unbuttoned the jeans.

"Whew alright Ben keep you eyes shut let me just take this off and wear my pants-" She suddenly went quiet.

"Grace?" Ben asked keeping his eyes closed.

"Ben, I cant pull them off." Grace said flatly.

"What?" Said Ben opening his eyes in shock getting a glimpse of Grace's underwear before quickly closing his eyes again. Grace didn't seem to notice.

"It's alright there's a chair in here that i can sit on while you try to pull them off."

Ben heard her sitting on the chair and she held his hands and guided them back to her pants.

"Alright just pull them off." Grace instructed him her voice soft.

Ben was not trying to think of any other kinds of situations that involved him doing this kind of thing and with his eyes still shut he pulled. The pants refused to budge, he tugged again, still nothing. Ben pulled several more times but nothing seemed to happen. Ben knowing that Gwen could come back at any moment he tugged harder this time and the jeans flew off and sending him flying out of the changing room.

Grace now wearing her own pants looked down at Ben and said. "Thanks for the help Ben." She kissed him on the cheek making them both blush.

Grace went back inside the changing room to wear the pants that Ben gave her to try on when Gwen came back. She spotted the jeans that Ben was holding.

"Hey those look nice." She took them from Ben and went straight into the changing room.

Inside she put on the jeans finding that they were pretty tight on her.

"Hey Ben, could you help me?"

"Alright."

"These jeans are kinda small, could you please pull them together and help me?" Said Gwen popping her head from behind the curtain.

To be honest more or less the exact same thing happened with Gwen as Grace with the jeans.

They were eventually picked up by Max, Pablo, and John who paid for all the clothes that girls wanted before going out to eat lunch. On their way to the food court each of them held two bags of clothes, even Ben had actually bought some. When they exited the building to get to the food courts in the other side of the mall. John heard a slight rumbling noise above the din of the crowd and cars, he looked up

"Hey what is that?" He asked the group.

Everyone else looked up they saw what he was looking at, it looked like a meteorite heading towards the mall. As the noise of it falling got louder more and more people noticed and and were also looking up. The sight of the large falling object causing people to panic and run towards shelter. The group also heads for cover as the object crashes to the ground leaving a huge trail before stopping on the road. The object looked very familiar as Ben looked over at it. The object was spherical and had spikes around it like a mace and it seemed to be made out of a kind of red metal. The spiked sphere spun and moved into a different position a hatch opening, clouds of steam billowing out. The shock that went through him when he finally remembered why it was so familiar. When the steam cleared it revealed a large figure sitting in a chair, the figure stood up and pointed at Ben.

"TENNYSON, the Omnitrix and revenge will be mine!"

It was Vilgax. He had tracked Ben by the usual signal that the Omnitrix gave off when he turned alien. Vilgax looked different the last time he fought him, for one thing he had gotten larger and he had lost his breathing mask. Another major change in the alien's appearance was that he had a large scar running from his cheek to his chin which used to be covered by his breathing apparatus and he had seemed to have lost a tentacle or two, along with several scars on his neck and where the tentacles were attached to his head.

"VILGAX?" Max and Gwen yelled in shock.

"Ben can you handle this?" Pablo asked him, knowing the situation very well.

"Sure I can."

"Then stall some time for me and Jack-jack. I stored some of my weapons just in case in the Rustbucket behind Max's back. Once we get them we can help you fight him." He said in a calm tone.

"Alright!" Said Ben activating the Omnitrix and picking the dial that showed Cannonbolt and transforming.

"Ben remember be careful not to damage the area too much, try to get him away from the mall." Said Pablo.

"Why?"

"Because this mall was built over dirt and sand that was placed there so it's not as stable." Gwen answered him.

"Yeah so you better get away from here."

"Okay."

Cannonbolt rolled into a ball and went to confront Vilgax.

"What about me Pablo? Why can't I fight along with Ben?"

"He can take care of himself and you have to help protect Grace she isn't as skilled as Jack-jack but once we get to the fight you can join us." He said as they ran to where the parked the RV.

Beck with Ben, he stopped rolling right in front of Vilgax.

"Hey Vilgax not looking too good." Said Ben mockingly.

"Tennyson." He growled. Then he gave Ben a sharp kick, Ben saw that coming and curled just in time. The force of the kick sent him flying a fair ways away. It was all going according to Ben's plan to lure Vilgax away from the mall.

Ben landed hard into the side of a building, uncurling himself he pressed the Omnitrix symbol on his head and turned into Stinkfly just as Vilgax caught up with him.

"See ya squid face!" He said squirting goo from his eyes in an attempt the blind Vilgax.

"Insolent child this will be the last time that you will make a fool of the mighty Vilgax!"

Ben flew away before Vilgax could grab him. Vilgax growled at his childish taunts and chased after him.

The others got into the RV and were going after Ben and Vilgax. Pablo had gotten his gear from under the bunks in the back of the RV. As it turned out his gear was a pair of black bolos and knives one set for him and John. Max looked surprised at the weapons but didn't ask about them. They drove off trying to keep up with Ben to back him up.

Ben had gotten pretty far away from the mall and he decided to transform and fight Vilgax. He landed and pressed the symbol on his head once again he turned into Fourarms this time. He was ready to defend himself against Vilgax but he noticed something that he wasn't totally prepared for. He knew that Vilgax had somehow gotten larger but the last time they fought he was only around a foot or two taller than Fourarms, now he was over 6 feet taller than him.

"Oh man." He said

He punched Vilgax right in the gut but it felt like hitting a iron block, Vilgax didn't even flinch at the attack. Ben got into a more stable stance and started to strike at Vilgax with all his might, each blow should have sent him flying but he just stood there as if Ben's hits were nothing not even bothering to block the punches.

Vilgax smiled. "My turn Tennyson." Vilgax sent a powerful punch at Ben which sent him flying into another building completely leveling it and burying Ben in the concrete.

Behind him the Rustbucket was speeding ahead trying to get to Ben in time. Max had hit the overdrive on the old RV and they were flying at breakneck speeds towards Vilgax and Ben. When they were in sight Max hit the brakes and deactivated the overdrive bringing them to a stop. When they got out they could see the damage that Vilgax and Ben's short fight had already caused. Vilgax was now walking towards the buried Ben, the concrete shifted as Ben got himself out of the concrete. He got out looking battered and bruised as if he had been fighting Vilgax for over half an hour when he barely fought him for five minutes.

"Ha ha, it seems as if only yesterday that I was having trouble defeating you Tennyson. I have spent the last two years training on of the most hostile of planets just so I can destroy you and take the Omnitrix. Not even your To'kustar form, you would not be able to defeat me."

While Vilgax was speaking John threw his knife at him Gwen using her magic to make the knife fly faster, hitting Vilgax square between the shoulder blades, embedding itself deeply into the large aliens body. Vilgax looked behind him seeing Pablo and Max.

"You." Said Vilgax to Pablo

"Ako?" He said smiling then his face goes impassive the same with John's.

"It has been a long time human, don't think that you will be able to make me flee like the last time."

"Don't worry I'll finish the job." Said Pablo still impassive.

"Pablo have you met Vilgax before?" Gwen asked shocked.

"Yeah and I beat him too, but i didn't spread the news around since it would cause an uproar." He answered

Gwen was in awe at Pablo. 'Was he really that strong?' She thought.

Pablo and John walked towards Vilgax both of them ready to fight the alien towering over them. Vilgax swiped at John first thinking that he was less skilled then the old man but John parried the blow with his bolo giving Vilgax a small cut on his arm, copper green blood dripped from it. Vilgax growled and aimed a kick at Pablo who went closer to Vilgax avoiding his kick and stabbing him in the groin with his knife knocking him off balance. Though he was down Pablo and John both waited for him to attack both in a defensive stance holding up their weapons.

Gwen watched them in awe although Vilgax towered over them like a giant they still were able to beat him like her and Ben.

Vilgax stood up and aimed a punch right at John who again parried it upwards and slicing his arm again seemingly without much effort. Vilgax then kicked John sending him flying across the street hitting a concrete wall unconscious. Gwen rushed over to him to see if he was okay, while Pablo seemed to pay no attention to his surroundings except Vilgax. Vilgax picked up a large slab of concrete and used it to hit Pablo but Pablo sliced it before it even got close, dust rising from the destroyed slab. Vilgax used that to his advantage and swiped at Pablo, this time instead of parrying it he again got close to Vilgax and using his knife cutting his arm in several different places. Vilgax was getting annoyed at his opponent, although the cuts were minor he knew that if he continued on like that the cuts would eventually slow him down and bring him unconscious. He then grabbed a large chunk of concrete and threw it at Pablo again he parried it with ease his face still a mask of impassivity.

Ben was watching from the sidelines still as Fourarms. He had gotten out of the concrete just as the fight between Pablo and Vilgax started. The punch that sent him flying was so powerful he wondered how did Vilgax get so strong in only 2 years. But he also kept and eye on Pablo who seemed to have no problem keeping Vilgax busy. He was amazed at Pablo for still being able to move that fast and keep from Vilgax from hitting him and giving him cuts on his arms. He had felt that Vilgax had given him at the very least a fractured rib, well that's what it felt like at least. HE wondered if John was gonna be okay since he nad John had gotten along pretty well but Gwen was looking him over so he wasn't entirely worried about him.

Vilgax now wanted to get the fight over with so he could claim the Omnitrix but Pablo was giving him such a difficult time. Not that he was particularly strong but he had technique behind him which evened out his outmatched strength and height. Vilgax reaced over behind his back and took out the knife that John had thrown at him and then threw it aside. He was never one that would use outright trickery in a battle but in this case it was an exception since his opponent was too skilled for his usual way of fighting. Using the cuts that Pablo and John had given him he swiped at Pablo not allowing him to counter or parry but he let his coppery green blood fly towards Pablo's eyes blinding him. With Pablo distracted he kicked at him and sent him flying in the same direction as John where he landed with a sickening muffled crunch.

He looked over towards Ben. He was still weak from the punch that he had given him and so he walked towards Ben wanting to finally kill the child that had beaten and humiliated him for so long and take the Omnitrix which was rightfully his. Ben as Fourarms was still sitting over the rubble of the building when Vilgax looked down at him.

"Prepare to die Tennyso-"

"Tusk, tusk. Is this really the famous mighty Vilgax? I thought that you would be more powerful than this. Oh well I guess that rumors can overstate one's abilities but that has never happened to me, although now that i think about it rumors about me have never spread." A voice interrupted behind Vilgax.

Vilgax turned around looking at the origin of the voice that spoke at him with disrespect. Ben couldn't get a good view because of Vilgax's bulk

"And who are you to speak that way to the mighty Vilgax?"

"Oh yes manners, manners and where are mine." Said the voice. "Hello, and Goodbye!"

Athours Notes: Hello! how are all of you doing? I was originally planning to have this chapter split into two but i decided what the heck I'll just keep it this way. How this chapter? anything that can be improved? anything?

Please Leave A Review! I am begging for some reviews people!


	19. Who Are You?

Disclaimer I do not own Ben 10

Chapter 18: Who Are You?

"Prepare to die Tennyso-"

"Tusk, tusk. Is this really the famous mighty Vilgax? I thought that you would be more powerful than this. Oh well I guess that rumors can overstate one's abilities but that has never happened to me, although now that i think about it rumors about me have never spread." A voice interrupted behind Vilgax.

Vilgax turned around looking at the origin of the voice that spoke at him with disrespect. Ben couldn't get a good view because of Vilgax's bulk

"And who are you to speak that way to the mighty Vilgax?"

"Oh yes manners, manners and where are mine." Said the voice. "Hello, and Goodbye!"

Vilgax was kicked aside by the owner of the voice. He flew a fair distance, leveling a good score of buildings before crashing to a stop. The owner of the voice was now in clear view, he was wearing armor similar to the one wore by Sixsix but it was more streamline and lighter and instead of pink it was a dark purple. He wasn't wearing a mask like Sixsix, his face looked strangely human but there were noticeable differences like the fact that he had 3 pairs of eyes and a heavily set jaw that looked like it belonged to Jaws from James Bond. And his skin was a lighter shade of purple compared to his armor.

Ben was in shock, he had been hitting Vilgax with all he's got and he wasn't even able to scuff his armor and this guy was able to send him flying.

"Whew, he flew far." Then he looked in Ben's direction. "Let me take care of some business first then I can properly introduce myself." He then jumped to where Vilgax had crashed. Ben watching him.

Vilgax looked worse for wear, the kick had definitely broken several ribs. He looked up seeing the figure that had kicked him.

"Who are you?" He asked.

"No one that needs mentioning. Now get up I don't want to hit someone who is just gonna lie there like a bum."

Vilgax stood up gingerly from the pain from his broken ribs. The alien then gave him a jaw shattering uppercut that resulted in a gigantic sonic boom sending him flying out of sight.

Now Ben was afraid, even if this stranger had saved him from being killed by Vilgax. He had beaten him with so little effort that he just sat there unable to move.

The stranger looks up at his handiwork. "Hm, should've sent him towards the sun. Oh well what's done is done." He turns back to the shocked Ben. "I'm terribly sorry, I haven't introduced myself. My name is Wevdin, you know you are very lucky that I was here today." He gave him a smile, that only made him look fiercer. "If it weren't for me you would be dead in the hands of that idiot." He kept walking at a slow pace. There was a flash of green light and Ben was there healed of all his injuries but still just sat there like a scared rabbit. Wevdin looked surprised. "Hm, there were rumors that the wielder of the Omnitrix was no more than a child. I guess they were true then."

Gwen stared at the alien Wevdin who was slowly making his way towards Ben. She felt that something was terribly wrong and that the alien was dangerous. It wasn't his eyes that gave her the unease but it was the way he talked and walked. It was all too casual, he had just beaten most probably the most powerful alien in the galaxy most other aliens would be celebrating at the fact. He just shrugged it off as if that meant nothing to him. He kept talking to Ben.

"You know this really is an honor to meet you wielder of the Omnitrix. This is something that I find that I have difficulty speaking to you, you being quite famous across the galaxy." Ben just kept staring at him under shock unable to move, barely able to breathe. Wevdin now reaching him and kneeling to have a better look at Ben. "There is no need to be frightened Omnitrix wielder. The idiot is gone and your task is over." He smiled showing his teeth, that gave him the look of a maniac. "Because I will now take over as the wielder of the Omnitrix." Ben's eyes widened now in greater shock with those words and the fact that he just beat Vilgax there was only one thing that he could do. He fainted.

"Ben!" Screamed Gwen and Grace at the same time.

Wevdin looked at him curiously. "Hm I guess that mea-" A sudden kick sent him flying away towards the sky, similar to how he had punched Vilgax with a sonic boom coming from the leg which sent Ben's unconscious body rolling away from the force.

"Damn it, should've held back more." said a voice hidden from view by the dust cloud that was created from the kick.

When the dust settled both Ben and the stranger disappeared

Authors Notes: How was this chapter? I'm really sorry for making it so short but the next chapter will be longer so see you then! I feel so unaccomplished if a chapter is less than 1200 words.

PLEASE LEAVE A REVIEW!


	20. Trouble

Disclaimer I do not own Ben 10

Chapter 19: Trouble

Gwen stared on the spot where Ben used to be unable to believe what had just happened. First they were saved from Vilgax by some strange alien then they were saved from him by another stranger. She had faced danger before and lived through it, both her and Ben coming closer to death than anyone their age should be. She and Ben always had the courage to make it through the trials that they faced. But looking at him scared like a little child who had just seen someone murder their parents, unable to move away and fainting from shock. It was just too much for her to swallow.

She looked down at both Pablo and John both of them unconscious. John looked fine, bruised and knocked out but fine. Pablo on the other hand looked even worse. Gwen concentrated and muttered several words in the language of magic, a light green glow emanated from her hands and she placed them on Pablo the aura growing until it covered his entire body as she healed him.

Grace also stared at where Ben disappeared, she had never been so frightened in her life and she was also worried about Ben's safety.

By the time Gwen was done healing Pablo, John had regained consciousness, he looked at his surroundings noticing that there were more leveled buildings than he remembered before being kicked aside. He looked next to him at Gwen still healing Pablo. Max walked up to them with Grace, a look of pure disbelief plain on his face.

"I don't know what to say."

John looked confused wondering what had happened, obviously they had won but something was wrong he just couldn't tell what. Grace looked worried and Max looked like he had just seen the world burn.

"What. . . happened?" He nervously asked.

Gwen didn't answer him, neither did Grace, Max just looked away.

"We won didn't we?" He looked at all of them. "Where is Ben?" He asked.

Gwen tensed not responding busying herself with healing Pablo, Grace looked away and bit her lip.

Max took a deep breath. "We won the fight and Vilgax is gone." He was still looking at the ground.

A look of shock grew on John's face. "What happened to Ben? He's not dead is he?" The pain from his slight injuries and slight concussion made him loose his normally calm and stable composure.

"No, he's not dead but he disappeared."

"Ugh." Pablo groaned.

Everyone looked over at him.

"Damn it, cheating bastard using blood to blind your enemy. Dust is one thing but using blood is just really dirty not to mention unhygienic." He sat up seemingly oblivious to his now minor injuries, Gwen healed all of the more life threatening ones first.

"What happened? Did we beat him? Tell me what happened."

Max explained what had happened to Vilgax after he had knocked him out, telling him of Wevdin who beat Vilgax like he was nothing and of the stranger that saved Ben from Wevdin from taking the Omnitrix.

Pablo put his hand to his chin thinking. "Hm. . . this is very strange. Why would anyone want to save Ben then take him away."

Gwen spoke up. "Isn't it obvious? Both Vilgax and that Wivden or whatever his name was both wanted the Omnitrix. What else could that other guy be after than the Omnitrix!"

"Gwen calm down."

"Calm down?" She yelled. "How could I calm down? For all we know that guy could have Ben, my cousin trapped on a ship or lab trying to take the Omnitrix then take over Earth!" She looked wild around the eyes.

"Gwen is right we should go and try looking for him." Said Grace speaking up. "Aren't you worried about him at all?"

"Yes I am just as worried about Ben as the both of you are but first we need to recover and get some information." He looked over to Pablo. "I will try to contact some Plumbers both on planet and within the vicinity they need to know what has happened."

Pablo nodded at his plan. "Yes, we need reinforcements if we are going to beat this Wevdin that you spoke of."

Ben stirred in his sleep dreaming, he was back lying on the rubble of the building the alien who called himself Wevdin walking towards him slowly and said. "I will be taking over as the wielder of the Omnitrix." Then blackness.

"NOOO!" He screamed, waking up from his nightmare. He was panting his heart was racing his face covered in sweat. He looked around at his surroundings seeing that nothing was familiar. The room he was in was light blue with a bed and a desk. It didn't look like a hospital room more like a dorm room for the new recruits in one of the plumber facilities that he visited before. 'Where am I? Don't tell me that I've been captured!' These thoughts ran through the young boy's mind as he gets out of the bed trying to get his bearings. He saw the door it was just a regular sliding door that was standard to the rooms that he had seen in the Plumber facilities. He tries to think up of a plan to escape when the door slides open. Ben expecting to see the terrifying alien quickly activates the Omnitrix and transforms into XLR8 then runs to the door trying to tackle or at least slip through so he could escape.

"That won't do boy."

Ben was brought to a halt he had just gone through the door but his tail was grabbed bringing him to a abrupt stop. Ben was in panic mode he didn't even listen or look at the one holding his tail. He quickly lashed out trying to make him let go of his tail.

The figure sighs. "You know that isn't going to work." In a bored kind of voice.

Ben was still panicking he kept going kicking and punching at him like a child who was being picked up by a stranger.

"Calm down already, you're safe!" The man shouts at him.

Hearing the word 'safe' made Ben calm down somewhat. He stopped hitting the man at least. Finally calm enough to look at his surroundings he saw that he was in fact what was very similar to a Plumber facility. Looking over to the man that was holding his tail he was still very cautious.

"Have you calmed down now?" He said in a slow kinder voice. "I will let go of you now if you promise not to run away." Ben nodded at that. "Alright." Then he let go of Ben and he ran away as soon as the man's grip on him loosened. He was able to run about 5 meters before suddenly stopped again by the same man who again grabbed onto his tail. "You said that you wouldn't run."

"Why should I listen to you?"

"Because I saved your life."

Ben looked at him furrowing his brow. "That's what the other guy said before he told me that he was going to take the Omnitrix."

"You mean Wevdin? I saved you from him, you fainted when he got close to you and it was lucky that I got there in time." Ben still didn't trust him. "I wont take the Omnitrix from you, in fact I'm trying to keep it and you safe."

There was a sincerity to his voice that convinced Ben. He said "Alright I trust you but could you please let go of my tail now?" The man let go. Ben pressed the Omnitrix symbol on his chest and turned back. He gets a better look of the man that was able to stop him even when he was XLR8. He was wearing a plain white shirt and loose fitting jeans as well as a cap that hid his face. "Who are you?" Ben asked

"Well I guess since you are already involved I can tell you my name." He clears his throat. "My name is Runok." He held out his hand for Ben to shake.

"Ben, Ben Ten." He replied and shook Runok's hand. "Where are we?" He asked now taking a better look at his surroundings.

"We are in a old Plumber facility that was abandoned because there was barely any detectable alien activity in this part of the world."

"Oh so thats why it looks kinda familiar."

"I was checking to see if you were awake and I guessed that bringing you here would be better since waking up in a extremely unfamiliar place would make you even more panicked that you were a while ago."

"Alright."

"Also since you are here the others would have a harder time finding you and you are safer here."

"Why am I safer?"

"Remember Wevdin right?" Ben nodded not wanting to remember. "Well he isn't alone in trying to take the Omnitrix away from you there are still five others."

Ben looks horrified. "Five more! Like him?"

Runok nodded. "Yes five more that are just as and stronger than him." Ben now looks even more horrified at the statement, but Runok looked as calm as ever. "Now are you hungry? You were out for quite a while."

"For how long was I out?"

"Only a day, it's around 7 am right now."

Ben heard his stomach grumble, he looked down at it then looked back up to Runok apparently he heard it to.

"Come on Ben I got some food in the cafeteria." Laughing a bit.

He guided Ben throughout the facility, it was much larger than Ben thought since it took them quite a while to get to the cafeteria, not to mention that the cafeteria was a lot larger than the one that he went to. There wasn't the expected smell of exotic alien food coming from the cafeteria only the faint smell of a normal breakfast. Ben saw on a table that there was their food steaming and hot. There was the ever present rice, eggs, toast, bacon, and sausages. It was all pretty normal. They both ate while Runok tried to explain the situation to him in more detail.

"So heres the thing, you coming here to the Philippines was a bad idea."

"Why?" Ben asked with a mouthful of rice.

"Well since there are barely a couple of Plumbers in the Asian area then that means that alien activity here is undetectable by them, so a ton of business and shipments are made here then are sent to the states where the majority of gangs are they make it look like the shipment came straight from off world letting them smuggle more illegal contraband on earth."

"And what does that have to do with the Omnitrix?"

"Since there are many illegal alien business in this country then word about stuff goes around pretty fast. I was supposed to keep word of you from reaching the ears of the six aliens that are now after you."

"And who are they?"

"Well Wevdin you have met and the others are Yinte, Riture, Qunteru, Zonoren, and Feviren."

"If they are so powerful then why are they after the Omnitrix?"

"Well let me get to that. If they were to get their hands on it then they would be more powerful. You see, the Omnitrix makes you turn into other species right?" Ben nodded. "When you transform you become the equivalent of that alien, in that sense if you started working out and get stronger then your transformations get stronger. Now imagine people like them being able to turn into say a Pyronite."

"You mean Heatblast?"

"Well if that's what you call it then yes. Imagine the amount of fire power that they would be able to put out if you were as powerful as them. You would make a red giant star look like a spark in comparison."

"Okay. . ." Ben finally understanding why Vilgax and those other aliens want the Omnitrix.

"Now you are too weak to be able to defeat them but I can so you have to stay here while i get rid of them."

"Wait a minute."

"What?"

"If these aliens are as strong as you claim them to be then why hasn't word of them reached me or grandpa Max or the Plumbers or even Azmuth!"

"Well none of you have heard of them since they are part of a society of the most powerful beings in the universe. Members of this society like to keep to themselves because they are so powerful then entire galaxies would try to kill them in fear of our power. That is why we don't try and make ourselves famous or known at all because if we do we have to deal with politics and all other stuff that will restrict us and what most of us want is to just live peacefully and occasionally fight to get higher up in the ranks."

"What rank are you then?" Ben asks him curiously

Runok laughs at the question. "Honestly?" Ben nods. "Honestly I am at the top even above inter-dimensional beings. You could compare me to a god but whatever you think a god is them I am more powerful than that but I am not omnipotent, although some beings are technically but i find the ability to be distracting."

Ben gapped at statement Runok gave him. "I don't believe that you are that powerful."

"Wanna see and exhibition?" Runok asks him, Ben nodded. "Alright if you say so, if you don't mind me destroying this and 15 other galaxies and tearing a hole in space, time and several other dimensions? All i need to do is flick my finger." His tone was dead serious which made Ben believe that he could do it. He shook his head. "Well whatever." Said Runok then flicked.

"NO!" Ben yelled he closed his eyes waiting for everything to be destroyed but nothing happened. Opening his eyes everything was still there still intact. He looked back at Runok who was now laughing and rolling on the floor.

"You should have seen your face!" He continued to laugh, his cap fell off revealing his face to Ben.

Ben yelled at him. "That wasn't funny!"

Runok kept laughing. "Oh yes it was!"

"What happened anyway? Why is everything still okay?"

Runok stopped laughing and got back on his seat. "Didn't you guess? I am holding back."

"Holding back?"

"Yes I am constantly holding back, if I wasn't holding back right now then just me moving would tear everything to pieces."

"Then why don't you just go out and kick their asses so I could continue on my summer vacation!"

"I can't, haven't I already explained myself. I cant, even for a second go all out because if I do then everything gets destroyed and billions of people and trillions more would die."

"But do they know that you are here?"

"Yes they know because I claimed Earth to protect it from others who wish to take over."

"Then why are they even bothering to come after me knowing that you are here?"

"They know that I have to hold back otherwise I will destroy the entire planet and more besides and that means that they can try to get the Omnitrix and escape or try to incapacitate me while I am holding back."

"Wait a second, if you are holding back and if you don't then everything gets destroyed by you just casually moving then how is everything still here?"

"What do you mean?"

"If you are as powerful as you say then how come the universe isn't already destroyed?"

"Good question Ben. The simple answer is that I haven't always been this powerful. When I was younger I always had to hold back otherwise whatever I held would be destroyed and so over time my power and strength grew I learned to hold back more and more until here we are today." He said grandly.

"Okay. . ."

"Do you have any other questions? Because you are gonna be stuck here until they come out and try to find you.

"No not really. . . Wait what about grandpa Max and Gwen?"

"They'll be fine, the others are just after you not them. Besides they can't contact the Plumbers since someone is jamming all Plumber frequencies."

"Alright then."

Authors notes: How was this chapter? I've been kinda sleepy when writing this so I'm not entirely sure about it and how it turned out so please leave a review! Please tell me how I can improve or do better!

PLEASE REVIEW!


	21. It Begins

Disclaimer I do not own Ben 10

Chapter 20: It Begins

After Pablo was all better and so was John they were all resting back in the Rustbucket. Max was tying to fix the connection to the encoded Plumber frequencies. The one in the RV was damaged from the shock waves from the fight.

While Max was trying to fix the transmitter while Pablo helped him. Gwen, Grace, and John were talking about what happened trying to keep calm.

"So how was fighting Vilgax without powers?" Gwen asked him trying to keep from worrying over Ben.

"It wasn't bad but What difference does it make whether or not I have powers like you or Ben?"

"Well If me or Ben didn't have our powers we would never have been able to protect ourselves."

"Ah, I understand."

"How were you and Pablo able to keep Vilgax at bay?"

"It was nothing special, the fighting style that Pablo learned and then improved to fight aliens actually balanced the playing field."

"So wait does that mean if you and Pablo were to fight Wivden could you guys win?" Gwen said hopefully.

"I'm not sure Gwen, by the way that you have described him it might be possible but I'm not sure since neither me or lolo Pablo have seen him so were not sure how to size him up." Gwen looked crestfallen. "Look Gwen if we meet him again we might be able to hold him back but I doubt that we can beat him."

Gwen still looked down, Grace said to her. "Don't worry Gwen, the alien that took Ben might actually be good."

Gwen looked up at her. "No I doubt it, if he was why didn't he bring Ben back to us instead of taking him away?"

Grace found that she had nothing to say about that. Her small hope that Ben was fine was now crumbling with Gwen's statement. She looked down at the table her hair covering her face.

"Look Gwen, lolo Max and Pablo are both trying to get help form the Plumbers, so until they come we have to wait."

"I can't just sit here and wait while Ben might be captured and the Omnitrix is being forcefully removed from his arm. What if they do it like Vilgax tried to do before, just cut it off so that the Omnitrix will be free for the taking. Ben could loose his arm! He could be in a cell or even worse a lab table torturing him to tell them how to take it off."

"Gwen I think you are imagining the absolute worst case scenario for Ben." John was back with his calm self now that Gwen had healed his injuries. "Look you might just be overreacting because you are worried about Ben. We have to sit here wait and hope for the best that he is okay."

"But-"

"Gwen no buts. Besides it's not like we have a way of tracking him. We don't have the technology to track the Omnitrix, that's why we need to wait for the Plumbers."Gwen looks right at John. She looked like she just had an epiphany. "Gwen. . . Why do you look like that?"

"We do have a way of tracking him!" She said excitedly. "Not with the Omnitrix but with magic!"

"Magic? How is magic supposed to help us track Ben?" Grace asked her.

"With my magic I can track Ben using his aura and I can locate where he is kept!" She said excitedly

"Bet Gwen are you sure that it will work?" Grace asked her.

"Im sure, I used it to track down a lost dog before so finding Ben is going to be simple."

"Yeah but dogs are different than people." John pointed out.

"Not really, actually it would be easier to track Ben since he would have a more powerful aura around him and it will be easier for me to track it since his aura is pretty familiar."

"But do you have a plan once you find him?"

"Yes I do now listen. . ." She told them her plan and what they were going to do.

John shouted at her after he heard her tell them her plan. "ARE YOU INSANE!"

"Are you insane?" Ben asked Runok

Runok looked back at Ben. "What makes you think that?"

"Well for one you are totally weird and two you kinda freak me out."

Runok laughed the sound of it echoing down the empty hallways of the old base. "Well that depends on your definition of weird but i get where you're going at."

They entered into the main area of the Plumber facility and strangely everything was well kept, no dust or spider webs like Ben was expecting an abandoned base to be like.

"So are you or not?"

"To be honest and from a professional angle, yes."

"Really?"

"In the many years that I have been alive i had to pretend to die then go under a new name and so on. I also had to change my personality hundreds of times in case someone who I knew would be able to recognize me."

"And that makes you crazy how?"

"Well no i have multiple personalities!" He said like a excited child. "I think that is why you get the odd felling around me." Now in a bored tone.

"Okay now I'm getting freaked out."

"Sometimes I end up being so into my changed personality that I sometimes forget who I really am, although now that i think about it maybe this isn't me real personality at all and i may actually be a different person than what i seem." Now with a british accent.

"Okay. . ."

"But you never ever want to see me what i used to be a crime lord." Now again childish and immature.

"You were a crime lord?" asked Ben thinking that this talk was gonna take a while so he took a seat next to one of the controls.

"Yeah but that was back when i lived in Spain so. . . Yeah."

"Wait a minute." Ben asked looking over the conversation. "You said that you needed to pretend to die and change your personality. Just how old are you?"

"Actually I am older than the existence of everything not just this universe or dimensions or anything to be perfectly honest." Again with the british accent.

"That's impossible! There is no way that you can be older than anything there has to be something that is older than you."

"Nope, I am the oldest existing or not, thing in the entire everything." Back again to childish

"Could you stop that it's getting annoying."

"Stop what?" back to british

"That, switching personalities."

"Oh I'm sorry." He said going back to normal tones. "i've never talked this long or cassually to anyone for a long time so Im kinda messed up as to what personality i should be."

"It's alright just don't keep changing."

"You know In all the years of my existence this planet really is interesting."

"Why?"

"Well you see, this isn't the first universe. There were several others that I lived in then moved on."

"Older universes?"

"They are universes that existed before this one, unlike parallel universes that are just affected by time and events. The older universes exist on a entirely different level from time and space."

"Okay. . . try and explain that again."

"Basically it's like this. Before this universe existed there was another one similar but different like a alternate universe except that events and people are completely different and in one case the physics were different. When one universe gets destroyed not even the inter-dimensional beings can escape it unable to survive the event horizon no matter what dimension the hide in."

"Except you." Ben pointed out

Runok nodded. "Except me. When a universe and all it's parallels get destroyed a seed that will form another universe will take over recreating the big bang and etcetera etcetera creates the galaxies and planets and so on."

Ben didn't understand a thing that Runok just explained so he just nodded and pretended to get it.

"Alright, now that we have that settled I will need to use some of the equipment here to track the aliens that are trying to look for you and the Omnitrix and try to hide it's signals making it harder to find you. But i have my doubts that it will stop Feviren though."

"Why what makes Feviren so special." Ben asked him

"I'll tell you later, now just sit still and be quiet I need to concentrate."

Ben waited for a long while as the hours pass and Runok tries to hide their location and search for the ones after the Omnitrix so that he could get rid of them. After a while Ben gets bored and looks over at a map of the facility. He saw as what looked like a shooting range right next to the main room. He glanced in Runok's direction and thinking that he wouldn't mind that he were to shoot some blasters at targets while he waited for him to finish. Ben quietly went towards the door that led to the shooting range, he took a look inside. It was a fully stocked shooting range with assortments of ammo and blasters. They were the older versions of the ones that he saw in the plumber facility that he visited with grandpa Max. He picked up one of the blasters, loaded it and aimed at one of the targets down the range. He missed the target completely, the first several shots but once he got used to the recoil of the blaster he was able to start hitting the target. he kept at it for a while, time going quickly with the practice he was getting.

"BEN!" yelled Runok from the main room. "Come over here!"

Ben put down the blaster he was using and headed to the main room.

"What is it?"

"I found Riture, he is in the the middle of Manila and is using a tracker to try and find the Omnitrix."

"Alright so what am I supposed to do?"

"You are supposed to wait here while I go and take care of Riture." Ben hated the feeling that he needed to be protected but remembering the fear that he felt when Wevdin headed towards him. Ben just nodded. "Good now the monitor will show what is happening while I fight him so if you get bored you can watch me fight." He said with a grin.

"Alright Runok, good luck."

"Thanks Ben." He said smiling and he walked towards the exit

Talking to himself he said. "And so it begins."

Authors notes: Hello my readers! A treat today an early update! Happy? Because I feel great got into the writing move today even though today wasn't the best day for me (like my failure at making the dipping chocolate for my chocolate truffles D: wasting chocolate) Anyway i have been getting a lack of reviews so I will now call out my threat. Dbzgtfan2004, Omega-z man, MrBlack103, Lord Dragorn, Angel Kiya, COME ON PEOPLE I AM ON MY KNEES BEGGING THAT YOU GUYS LEAVE A REVIEW! PLEASE I BEG YOU! Don't forget everyone please leave a review otherwise i might just stop the story and start a new one. So please leave a review so that i can feel good about writing this story and provide you all with this story that you all subscribed to.

Please Leave A Review


	22. Rescue

Disclaimer I do not own Ben 10

Chapter 21: Rescue

"But do you have a plan to find him?" John asked Gwen

"Yes I do, now listen. . ."

Gwen, John, and Grace were still waiting in the RV while Pablo and Max tried to fix the Rustbucket's transmitter so they could contact the Plumbers for help.

"ARE YOU INSANE?" Yelled John at her.

"I think it's a great idea." Said Grace siding with Gwen. She also wanted to make sure that Ben was safe and with them.

"Don't tell me you really think that that plan of Gwen's is actually gonna work?"

"No I really think it's great, if we do it then we wouldn't have to wait for the other Plumbers to come and help.

John sighed. "Are you totally sure about this plan Gwen?"

"Yeah I am and you need to help us otherwise it wouldn't work."

"I mean this plan of yours sounds really insane and dangerous."

"It's perfect."

"Well what if he is held in a ship like you said how are we supposed to get in there?"

"Easy I teleport us inside."

"But-"

"Come on kuya Jack-jack, Gwen's plan is really great. We need your help."

"Grace. . ." He said then thought back to his talk with Ben while looking over the terraces. He knew that both Gwen and Grace were in love with Ben and that was why they were both so keen in trying to save him. But he was the oldest of the three of them and in college at that, so he was responsible for their safety and he felt that Gwen's plan wasn't totally safe, someone could get hurt. He resigned himself at both of their pleading looks. "Okay, we will go ahead with the plan." Both Gwen and Grace looked relieved when he finally agreed. "But, I am going to bring a badge so if we ever get into trouble I will contact lolo Pablo and Max for help. Alright?" Both Gwen and Grace nodded agreeing. "Good, so when will we start?" He asked Gwen

"Early morning when grandpa Max and Pablo are asleep, we can sneak out then."

"Alright" John knew that it was a bad idea going to save Ben by themselves but he had to make sure that the girls were going to be okay on their little crusade.

* * *

><p>Ben was back inside the base, Runok had only left less than an hour ago. He had gone back into the shooting range to get more practice, you never know when the Omnitrix could time out and his only weapon would be a blaster like that time the Omnitrix was malfunctioning.<p>

Instead of heading straight to the biggest blaster in the base he thought it best to take his time and start with the smallest hand blasters then move up from there, its not like he can go anywhere while those aliens were after him.

After a bit more practice shooting he went back into the main room. he took a look at the screen just in time when to see Runok talk with Riture.

"Ah Riture, what brings you to my little planet?"

Riture Jumped at the sudden noise, he looked up from his scanner and saw Runok. "Runok." He said, spitting the word.

Riture was taller than Runok which made him stand out quite a bit. He was wearing a cloak that made him stand out in the heat of the day where everyone was wearing something to keep cool.

"Come now Riture can't we be civil?"

"Hmph, how can I when I saw what you did with Wevdin protecting the child."

Runok shrugged. "He was asking for it, starting a fight and destroying things."

"That happens quite a bit on the other country, why do you care about it here."

Runok disappeared a flash of wind blew away Riture's cloak, Runok's fist less than an inch away from his chin. Riture looked like Waybig only he was just taller than a human, his fins on his head and elbows was cut at some point making him seem more human.

"You were taller the last time I saw you." Said Runok his voice no longer casual

"Well you did cut off my fins the last time we fought."

"Is that it? I didn't notice. Well you look bette-" Runok was interrupted by Rinture punching him across the face sending him flying through several dozen walls.

"I have gotten higher up the ranks since the last time you beat me, I find myself 12 ranks higher than when you last fought me."

"I should have guessed, the last time someone hit me that hard was Wixz." Runok said getting up from the rubble.

"He was easy to beat."

"Well congratulations then."

"I know better than to go all out when the child might be killed by the blast."

"Same here except I have a universe to be worried about."

Their fight was very civilized Ben noticed, unlike his fights where he would try to beat his opponent into a pulp as fast as possible.

"You know, I feel quite sad." Said Rinture.

"And why is that?"

"I can't go all out otherwise the Plumbers will catch wind of us."

"Well you should have just sent a message telling me you want to fight we could have found a out of the way planet so you could go all out."

"I could, but i want to acquire the Omnitrix."

"But i cant let you have it, that would be cheating."

With each sentence in their talk they were exchanging, one punch or kick sending the other down but not flying like Riture's first punch. It really was civil.

"You know it's kinda nice to be fighting you like this. It gives me a gauge to see how much you improved."

"I thank you Runok."

"But this has to end, do you still want the Omnitrix?"

"Ye-" Runok sent him a kick right between the legs and sent him flying to the sky.

"Hm." Said Runok looking at where Riture flew off. "Should have sent him a bit farther left so he would stop at the rim of the galaxy but anyway." He began to walk away from the scene.

There were no words that could describe he fight. It was a really strange fight that was so civil that it didn't seem like a fight at all.

There was an explosion behind him. Ben turned around, quickly activating the Omnitrix ready to transform. The dust from the explosion slowly settled and someone came out of it, it was Gwen.

"BEN!" She shouted

"Gwen?" Ben said, shocked.

* * *

><p>A few hours earlier. . .<p>

Gwen couldn't sleep, she was worried about Ben. She didn't know that someone else was also very worried about Ban and she couldn't sleep as well.

Soon enough it was time. 4am was the time they agreed to sneak out. Gwen got out of the bed that she and Ben shared. She met with John and Grace outside of the house.

"Are they still asleep?" John asked her.

"Yes and just in case I put a sleeping spell on them so they would wake up at around 8."

"Good, wouldn't want them to catch us."

"So now, where are we headed again?" Asked John. he was wearing a pair of jeans and a shirt, so was Grace.

"We'll be going back to where we fought Vilgax."

"Why are we going there again?"

That was the last time we saw him and we will tack his trail from there."

"Alright." Both he and Grace carried a knife and stick which made them look like arnis students headed to their training.

They walked out of the gate of the house careful to keep as quiet as possible not wanting to wake up the neighbors. It was a quick walk to go out of the subdivision, luckily the guardhouse that was at the subdivision was away and the gate was open early in the morning. When they went to the main road Gwen asked.

"So do we call a taxi or?"

"We will take a jeepney." He said just as one came by he flagged it down then it came to a stop nearby.

They all entered it John payed for them and off they went. The trip was quick since it was so early in the morning. By the time they reached the sight it was still pretty dark so they had plenty of time to look around. They walked to the spot where they had last seen Ben. Gwen had begun to chant and then her eyes started to glow a light blue. that went on for several minutes Gwen slowly chanting while John and Grace watched her waiting for her to finish. Soon she stopped her chanting and her eyes lost their blue glow.

"Did you find anything?" Grace asked her hopefully.

"No." Gwen said worried.

"What? Why? I thought you said that you could track Ben with his aura?"

"I can, but I can't find it."

"What do you mean can't find it?" John asked Gwen. "Do you mean we snuck out here just to find a dead lead?"

"I cant because there is another aura trail that is overpowering and has such a strong presence that I cant find Ben's."

"It might be the aura of the guy that took Ben." said Grace.

"It could be." said Gwen thinking. "But I've never seen this kind of aura before, it is so powerful but at the same time there seems something wrong about it."

"it doesn't matter now since the two of you dragged me out here we should try to track that aura." said John.

"Okay I'll try." said Gwen. She then had began to chant again her eyes now glowing a brighter blue. She looks towards the city pointing at them. "He went that way." She began to walk in the direction that she pointed towards.

Gwen followed the trail that she suspected that the one who took Ben. For most of the way the path she followed was straight forward. It was easy for her to follow the aura trail since it was very distinct and didn't seem to have dissipated like a normal aura it lingered much longer. John and Grace followed behind Gwen watching her carefully making sure that she wouldn't hit something thinking that she was seeing a completely different view than them.

They kept walking for several hours occasionally taking another jeepney to get to places faster. John bought them a burger from a restaurant so they had something to eat and got them warm taho from a street vendor. They continued through the city for quite a while, it was almost noon when John stopped Gwen.

Her eyes stopped glowing and she asked him. "What's wrong?"

"Are you sure that the aura leads this way?"

"I'm positive."

". . ."

"Why?"

"You were headed to the entrance of the squatter areas."

Gwen looks ahead of her, she couldn't really take a good look of her surroundings since she was concentrating on following the aura. "Why, is it dangerous?"

"Very especially for someone who looks like you."

"Why?"

"You look to foreign, the squatter areas are worse than the ghettos of america." Grace explained

"Really?"

"Well mostly dangerous to rich looking people, foreigners, and enemy gangs depending to the area." Said Grace.

"Do you have a spell that can disguise you? Me and Grace don't look too rich so we could be unnoticed but your hair, skin, and eyes stand out."

They were right even though she had gotten lightly tanned from the beach she was still too light to pass unnoticed especially with her hair and eyes. "Don't worry i have a spell." She quickly cast her spell and her appearance quickly changed. Gwen's hair went from its bright orange to jet black her eyes became brown and her skin had gotten a darker tan that made her look very 'pinay'. John was surprised by the change in Gwen to him she looked more mature and pretty than before. "How do i look?" She asked him and Grace.

"You look great." Said Grace, also surprised by the change.

"Perfect now you wont be noticed as much." Said John.

Gwen's eyes began to to glow again and they entered the squatter areas of the Philippines.

The first thing that Gwen noticed from the place was the smell. It smelled like rotting food, stagnant water, and public toilets that no one ever bothers to clean. Lucky for her she was concentrating on following the path that the owner of the aura she didn't look at the state that the people of the squatters lived in, if she did she would have fallen to her knees with pity for them. The children were skinny and under nourished, some of them only wore shirts too large for them. Several men were also skinny and were going about their business. In one part which she was very fortunate was there was a team of women sorting out bags of garbage that came from a fast food restaurant scavenging for half eaten burgers and leftovers.

They weren't bothered by anyone the entire way, Gwen's disguise working well to keep her safe from the eyes of kidnappers. Not that they could take her away but at least it kept them from being distracted.

After they had gone through the more residential areas of the squatters they had reached the more industrial areas that were surrounded by the squatters. They made their way, following Gwen into a old abandoned warehouse then she stopped her eyes no longer glowing blue.

"What's wrong?" Asked Grace.

"It just stops here." Said Gwen her voice shaky. She didn't want to stop there not when they had spent so much time looking for Ben.

"Are you sure?" Asked John

"Yeah, it just ends." She said her disguise disappearing.

"It can't just end there has to be somewhere that it leads to." Said Grace.

"No, it really just ends here." She said sounding crestfallen.

Gwen started to pace around the spot thinking it over for several minutes.

John was loosing his patience since he never wanted to go with the plan. "Alright I'm calling lolo Pablo and tell him where we are, they are probably worried about us." Said John taking out the Plumbers badge.

"Wait!" Yelled Gwen knocking the badge in panic. "Just wait, there has to be a path that we need to follow."

Just as she said that the Badge activated something on the floor revealing a hidden stairway down. They all just stood there not believing their luck.

"Well that was lucky. . ." Said John picking up the badge.

"Come on we need to hurry, who knows who might be watching us."

"At least there's no alarm." said Grace.

They all went down the stairway being careful to try and not trip any alarms, so far they were dong fine. At the bottom of the stairway they entered a hallway that was very familiar to Gwen.

"This is so weird."

"Why?" Asked Grace

"It looks like a Plumber facility but i thought there were no Plumbers here apart from Pablo and he's retired."

"Well that explains the badge opening the entrance." said John

"I guess so."

They continued to walk along the hallway Gwen's eyes glowing again following the trail of aura that they followed for most of the day. They occasionally checked rooms where they might stumble on Ben. John was confused, he thought that there would be guards patrolling the place but it was completely empty except for them. He readied his knife and stick just in case though. On the way they spotted a map of the facility, looking over it they saw that they were headed towards the main room of the facility. John told Gwen of his unease, she suggested that they were all in the main room or somewhere else. They formulated that they should burst in just in case that there really were people in the main room.

When they reached the door of the main room Grace also readied her stick and knife ready to fight. Gwen chanted a spell and the door was blown away by the explosion that she cast. When the dust settled and they were ready to fight, the main room was empty except for one person, Ben.

"BEN!" yelled Gwen.

"Gwen?" said Ben his face shocked seeing her, Grace and John.

Authors Notes: Hello! Another update today, I have so much free time that i was able to write this chapter. I'm not sure about the quality of this chapter though, i had a sugar headache writing the first third or so of the chapter so sorry if the quality went down. I blame those chocolate truffles i made I swear i make things too delicious for my own good. and please people leave a freaking review! even just comment on something in the chapter anything! Also now that i think about it since i have all these truffles, if you review i will give you a chocolate truffle!( cookies are too mainstream ;D but hell i make freaking delicious cookies too)

Please Review!


	23. Problems

Disclaimer I do not own Ben 10

Chapter 22: Problems

"Gwen?" Ben said shock plain on his face.

Gwen ran bringing him in a tight hug, tears forming in her eyes as she hugged him. "Ben I'm so glad that you're okay."

Ben was confused. "Gwen what are doing here? How did you find me?"

"As far as I know she followed a trail of aura and we found this place." Said John appearing from the destroyed doorway.

Now Ben was even more confused at the situation. "John? Wait if you are here then does that mean. . ." Grace appeared behind John, she also had a look of relief on her face when she saw Ben.

"Grace. . ."

"I'm glad you're safe Ben." She said smiling.

Gwen released Ben from her hug and grabbed his wrist. "Come on Ben we need to go before that guy who took you comes in here."

"Wait Gwen you don't understand-" Ben tried to explain when he was cut off.

"What the hell happened here?" Shouted a voice from behind them

Gwen saw Runok, he had just come from his fight with Riture. His clothes were fine save for a bit of dust from the time Riture's punch sent him flying. Panicking at the sight of him she unconsciously cast a fireball at him creating a small explosion creating a dust cloud around him. While the dust cloud distracted Runok, Gwen quickly cast a teleportation spell, a flash of white light forming around her, Ben, John, and Grace. When the dust cloud settled Runok found that they were all gone.

"Aw crap." He said covering his face with his hand. "I hate magic."

* * *

><p>Outside the warehouse where the Plumber base that Ben was staying there were two small figures hiding, watching from the window. They had followed Gwen and the others to the warehouse and had just seen Runok enter it. The taller of the two spoke first.<p>

"Fevi. . . . Do you wanna go after him now?" Asking in a squeaky voice

"Just wait Zonoren, we will get it soon enough." Said the other figure

"It's bad enough that we need to deal with Him but why do you even need that watch thingy?"

"Remember there are aliens which are more naturally in tune with magic than i, if I can become them I will be able to become more powerful."

"I know, I know, you told me a hundred times already!" complained the taller figure.

"Quiet!" The other one snapped

"Hmph."

The other figure sighs. "Alright, how about after this we will go on vacation? My treat on everything."

The taller one jumps about excitedly. "Yay!"

"So long as you help me get the Omnitrix."

"Sir yes sir!"

* * *

><p>A flash of white light appeared inside the RV and appeared in it was Ben, Gwen, Grace, and John. They all landed on top of each other with Ben at the bottom, Grace then Gwen and John on top.<p>

"Ow ow, guys could you get off? I can't breathe!" Said Ben.

John quickly got off helping Gwen up, leaving only Ben and Grace on the floor. They were all disorientated from the spell and Grace was still on top of Ben. Her hair tickling his face and neck, he could feel the heat of her body making him blush.

"Uh Grace. . . ?"

She opened her eyes seeing the situation she was in and slowly got off of Ben sitting next to him. "Are you alright?" She asked.

"Yeah kinda dizzy though."

"Are we in the Rustbucket?" Asked John.

"Probably, that was where i wanted to go when i cast the spell. I still need more practice though."

Ben looked up at her. "Probably?"

"Well. . ."

"Kids!" Shouted a voice behind them. Turning around they saw that it was grandpa Max, a look of relief in his face. "We were searching for you the whole day, where were you?"

Gwen was nervously chuckling. "Uh hi grandpa. . ."

When he spotted Ben. "Ben!" He looked at Gwen, Grace, and John. "Did you go looking for Ben by yourselves?"

"Uh yeah. . ." Gwen answered nervously.

"That was very reckless!" Max scolded them. "You were all acting like Ben when he was 10! At least now he would think and weigh his options before taking action. I know that you are better than that. What if you had met up with Wevdin again? None of you would have stood a chance. What was going through your head?"

Gwen was at a loss for words, now that she looked back at her actions she could see that her plan was indeed reckless. She looked away from Max.

"And you John, why did you let Gwen drag you into that crazy plan. You all could have been killed."

John couldn't say anything not wanting to tell him his reasons for coming along with Gwen and Grace on their little rescue mission.

Max sighed. "Did you know how worried I was when I couldn't find you? Even Pablo was worried that something happened to both you, Grace, and John." He sighed again. "Look, I'm not mad at you kids for wanting to go and rescue Ben but it was reckless for you to do so." John grimaced remembering something. "What is it John."

"Well. . . . . We didn't exactly rescue Ben all silent and secretly."

"What do you mean?"

"Well we were sorta spotted by the guy who had taken Ben." A look of shock grew on Max's face. "But he couldn't have followed us here since Gwen teleported us here inside the Rustbucket." Max relaxed somewhat and then looked over at Ben.

"Ben it's good to have you back, I was so worried that something had happened to you. Kids next time you try a stunt like this you're gonna be grounded for two weeks." And he stepped out of the RV.

Once Max had walked out of earshot Ben shouted at Gwen. "Gwen what the heck!"

"What?"

"I was going to explain the situation when you teleported us back here!"

"What situation was there to explain? You were kept at that base and we rescued you from that guy."

"He's one of the good guys he was trying to help me!"

"Help you from what exactly?"

"From those other aliens that are after the Omnitrix!"

Gwen was still at the mention of 'other aliens'. "There are others?"

"Yes."

"Are they like that Wevdin guy?"

"And according to him some of them are a lot stronger."

"How many?"

"Well i just saw him take out one so about five left."

"But how did you know that he wasn't lying to you just to earn your trust?"

"I'm not sure but there is just something that i can tell that i trust."

Gwen was skeptical but the information that there were other aliens that were after Ben made her cringe.

The rest of the day went quickly and soon it was night time. Ben couldn't sleep, when he looked at the clock next to the Bed that he and Gwen shared it read 1:12am. He sighed to himself and got out of bed, thinking that he should get a glass of water to help him sleep. Before exiting the room he looked over at Gwen, she looked so peaceful while she slept. He guessed she really was worried about him when Runok had taken him to the Plumber base. Just as he left the room and gone down the stairs Gwen shifted in her sleep smiling. "Ben. . ."

Ben had gone down and poured himself a glass of water from the fridge. The cool water didn't really help him try to get to sleep but at least it helped calm him down somewhat. His mind was thinking about what would happen if one of the aliens that were after him found him here. He would be putting everyone in danger and without Runok they were all helpless against them. He set down his glass and went to the backyard thinking of getting some fresh air. he found that someone was already out in the yard sitting on the bench. It was Grace, walking silently he put his hand on her shoulder. She flinched but when she saw it was Ben she relaxed.

"Hey Ben."

"Couldn't sleep?"

"Yeah. . ."

"Me neither, can i sit?"

"Sure."

Ben sat down on the bench beside her, looking up at the stars with her in silence for a while.

Grace said. "You know I was really worried about you when you were gone." She leaned on him. "Don't do that ever again." Her head rested on his shoulder.

Normally Ben would get flustered at this but this time it was different, it helped him calm down. "I promise."

They sat like that in silence watching the slow turning of the stars, then Grace said. "You know I'm going to miss you when you leave."

"Really?"

"Yeah, I've had lots of fun since we had met."

"Me too." He calmed down forgetting all of his worries. He simply enjoyed Grace's company.

The mutual quiet between the two was something rare and fleeting. To most it would take luck to find but right there on a stone bench in the Philippines under the moon and stars the two sitting there have found it. It was something more delicate than dew resting upon a flower, more beautiful than the sea. There was a spark between them so small and fleeting but soon it had grown to a small flame, warm but just as fleeting a soft breath could put it out. Ben leaned towards Grace, the mutual quiet between them deepening, fanning the small flame making it grow.

The scene was one of perfection, they both sat letting the quiet surround them, both content to rest in its warm embrace. To anyone who would look upon them it would seem that they were young lovers who just realized their spark. With Grace leaning on Ben and he leaning to her. One could picture the scene, a girl resting on her lover her hair blown by the breeze and so did his. Her hair dark as the night and his hair stood out from it. Her eyes brown and dark, his eyes green and bright. They both watched the stars and at the same time could not see them. They complimented each other in ways that one could not pin down, they would say they contrast but they would be wrong. There was something more than just that, something that brought them together. It was just perfect.

Then it shattered, Ben sighed his thoughts were again plagued by his worries. He pushed Grace away lightly and stood up going back inside the house. Grace was going to call out to him, ask him to stay, to tell him she loved him. But something inside her told her to stop, her heart heavy in her chest, she couldn't understand why he pushed her away. Was it that he loved Gwen more? She didn't know what to do. Looking down at her lap, tears forming on her eyes and she began to quietly sob into the night.

* * *

><p>Grace wasn't alone, there were two figures watching her from a rooftop.<p>

"Interesting."

"What is it Fevi?"

"Did you not understand what we just witnessed Zonoren?"

"No" Said the other figure sheepishly. "I didn't."

"Well this is something I can take advantage of."

"How Fevi?"

"Cast a spell so we can control her."

"Why?"

"Just do it!"

"Okay!" Then the figure chanted several words and then the sobbing stopped.

Grace stood from the stone bench her eyes empty, devoid of consciousness. The two figures jumped from their rooftop and met with Grace.

"So pretty, it is such a shame really." Said the shorter of the two. "Come now dear let us go and plan our move to get the Omnitrix."

The taller figure began to chant again raising her arms and they disappeared, not in a flash of light like Gwen's spell but a dark shadow enveloped them and when it cleared they were gone.

Authors Notes: Hello! another early update. I am not quite sure about this chapter ended up. Can anyone please comment on how i did the BenxGrace moment? I am in serious need of feedback on this chapter

PLEASE LEAVE A REVIEW!


	24. Demons

Disclaimer I do not own Ben 10

Chapter 23: Demons

Ben walked back inside the house, his worries now coming at him worse than before. He wondered how he would deal with someone like Wevdin without the help of Runok. He cursed to himself, he hated being helpless and not being able to protect others. He went back upstairs to the room he shared with Gwen and sat on the chair. His thoughts weren't allowing him to sleep. The peace that was brought to him when he was with Grace disappearing.

Ben nodded off a couple of times but was quickly awakened by nightmares of Wevdin and other shadowed figures coming after him. one of his nightmares included where they came after Gwen and Grace, torturing them telling him that they would kill them if he did not hand over the Omnitrix. That was his worst fear, that they would go after the people he cared for. That was something that he had never really thought about before, the fact that there will be those who are willing to cross the line.

Ben's thoughts were a cacophony of 'what if' s and hows, he was scared. Scared of those that would bring harm to the people he cared for. Then voices in his head asked him questions where the answers were the ones he feared.

'What if Gwen got hurt?'

". . ."

'What if Grace also got hurt?'

". . ."

'What if they got killed because of you?'

". . ."

'Because you were too weak to be able to protect them.'

Ben tensed at that.

His thoughts spoke to him, all a jumble of mixed emotions and voices.

'It's your fault if they get hurt, you know.' Said one of the voices.

"I know. . ." He said quietly.

'And if they do, they will blame you for it.'

"I know. . ." Now quieter.

'What if they get killed? How could you live with yourself knowing that you couldn't protect them.'

"I. . ."

'Maybe if you had never gotten the Omnitrix they would never be in this situation.' The voice continued.

". . ."

'You know if only you could just leave they would be safe.'

"But-"

One of the voices cut him off. 'But you are just a coward, you may be brave while you fight but what happens when you have to make the big decisions? You make the wrong choice and everyone else is affected by your mistake. How could you ever make the right choice? After all without the Omnitrix you are nothing.'

"No, when Vilgax and Kevin took Gwen hostage in the null void i sacrificed the watch so she would be safe."

'But who was able to save it? Gwen made the right choice to switch the watch and the grenade otherwise Vilgax would be ruling Earth.'

"Runok could have stopped him."

'How do you know that he would? He never came when Vilgax attacked you, to take the watch then to rule the Earth.' At those words Ben was silent while his thoughts continued to speak. 'What about Grace? Do you realize what you just did tonight?' Ben tensed at that, gritting his teeth. 'Remember when John said as to how much you mean to her?'

"But I've only known her for less than a month."

'Less than a month is more than enough time to fall in love.' Said the voice in a matter of fact tone.

"But I love Gwen."

'You also love Grace.' The voice told him.

". . ."

'You know it's true, you've felt it tonight. The spark between the two of you.'

"I. . .I'm not sure what to do."

'Remember this Ben, if you love one you break the other.'

"How can I choose?"

'You can't.'

". . ."

These were Ben's thoughts as the night went on. He had managed very little sleep that night.

* * *

><p>Gwen woke up in the morning to the smell of breakfast. She rubbed her eyes getting the grit out of them.<p>

She yawned thinking that Ben was next to her. "Morning Ben." But when she scanned the room, Ben was no where to be seen. Thinking that he had gone downstairs to have breakfast she got out of bed and went downstairs.

"Morning Gwen!" Said John cheerfully.

"Morning John. Have you seen Ben?"

"He's outside, did he get enough sleep last night? He looks tired."

"I'm not sure."

"Well then breakfast is ready so could you call Ben for me?"

"Okay." She found Ben sitting on the stone bench in the backyard. "Hey Ben breakfast if ready!" He didn't respond to her call. Gwen found that strange, normally Ben would jump at the mention if breakfast. "Ben?" At first she thought he fell asleep on the bench but when she got closer she saw than he was awake. John's description of Ben was and understatement. He didn't just look tired, he looked as if he hadn't slept for days. "Are you okay Ben?" She asked him. He took a glance towards her not saying a word, his normally bright green eyes were dull and dark. Gwen was now getting worried, she had never seen Ben like this before. "Ben? You don't looks so good." He still did not respond. Taking his hand she said. "Come on Ben you need breakfast." She kept hold of his hand and guided him back inside a worried expression on her face. She brought him to sit next to her at the table, the smell of food making her mouth water.

As she ate she tried to get Ben to talk or at least eat. All of her attempts to snap out Ben didn't work. She tried asking him about things he liked and even tried to feed him which she was embarrassed about. But Ben just looked at the table his eyes were empty and looked hollow due to his bags. She couldn't get a word of reaction out of him until John asked them.

"Hey have you guys seen Grace?"

Ben stiffened at those words.

"Why?" Gwen asked John.

"Well I haven't seen her at all this morning and when I knocked on her door there was no answer."

Ben was even more tense than ever, like a spring coiled too tight.

"Well that's strange, normally she would be up by now."

"I know but maybe she's just sleeping in."

"Maybe."

Ben was so tense at this point, he was shaky his eyes were still dark and dull but now there was something behind them. Ben quickly got up knocking away the chair he was sitting on and ran up the stairs. Gwen shocked at Ben's sudden reaction. "Ben?"

Ben ran through the hallway and ran to Grace's room quickly opening the door, Grace wasn't there. Her bed was untouched, she didn't sleep last night. Thinking back to last night he tried to remember whether or not he had heard Grace come back inside after they had sat on the bench.

"She's gone. . ." He said quietly to himself. "I can't believe she's gone." Gwen and John ran upstairs trying to see what had made Ben react like that. Just as they had entered Grace's room Ben screamed. "DAMN IT!" He was kneeling on the ground, tears were forming on his eyes, his jaw clenched tightly.

Gwen and John weren't sure as to how to deal with the situation, they had just stood at the doorway looking over at Ben. Gwen slowly walked towards Ben afraid that he might shout again. She kneeled next to him putting her arms around his shoulders trying to comfort him. She could barely hear his silent whispers.

"Gone. . ."

"She. . ."

"She's gone."

"Damn. . . It. . . Damn it."

A small voice in his head spoke out. 'And it is your fault, Benjamin Tennyson.' It didn't mock him, it only had just stated the fact. It didn't laugh at his anguish it only told him those 7 words.

There was no one behind the voice. No one trying to manipulate Ben. No, it was only himself. It was his demons. And only his demons

Authors Notes: Um. . . Hi? Another chapter up for you guys. This chapter I wanted to try my hand and practice some angst and hurt/comfort. so please be sure to leave a review and tell me how i did. . . Especially you, I Am The Night.

Please Review


	25. Disappeared

Disclaimer I do not own Ben 10

Chapter 24: Disappeared

'And it is your fault, Benjamin Tennyson.'

These words echoed inside of Ben as he kneeled on the floor of Grace's room.

Gwen was trying to comfort him while John stood at the doorway, neither of them knew what was going on. Gwen didn't know what to say to Ben. She heard his whispers almost inaudible but she still heard them

"She's gone."

"Damn it. . . .Damn it."

He kept repeating those words. Gwen kept her arms around his shoulders keeping him close trying to comfort him. Soon his whispers became inaudible and she could feel the sobs that racked his whole body. Gwen said nothing she just held him close, trying to tell him that she was there for him. But Ben just kneeled there shaking and sobbing to himself. They stayed like that for a while ignoring the world and all things around them. Gwen knew that she couldn't let Ben stay like that, so she tentatively asked him.

"Ben?" He didn't answer her. "Ben. . ." She didn't know what to say. She saw her cousin her strong, brave, and happy cousin who she was in love with broken and sobbing, kneeling on the floor. All she could do was hold him close and try her best to comfort him.

She felt a hand on her shoulder, she flinched and turned around. She saw that it was John, he leaned close and whispered to her.

"Leave Ben be, we need to talk."

"But-" She was cut off.

"Gwen, this is something important."

She nodded knowing that whatever John needed to tell her was something that she needed to take seriously. She reluctantly separated herself from Ben, who was still sobbing on the floor. She and John exited Grace's room and John quietly closed the door behind them. Leaving Ben alone. John led her to his room and gave her a seat on his desk chair and he sat on his bed.

"What is it you wanted to talk about?" She asked John.

"While you were in there with Ben I checked with everyone if they had seen since last night. Apparently she was to last one be seen outside said that she wanted some air."

"What are you getting at here?"

"Remember that Ben told us that there are other aliens that want the Omniitrix besides Wevdin, right?"

"Right. . ."

"What I'm saying is that what if one of those aliens kidnapped Grace to use her a leverage for Ben to give them the Omnitrix."

Gwen thought about it. It was a possibility, even Vilgax was not above using a hostage to make Ben give up so he could take the Omnitrix. "That might be a possibility. But why is Ben acting like this?"

John knew the answer to that question but he didn't want to tell Gwen. "You know how he's like, he has that hero mentality so he cares for everyone in and doesn't want us to get hurt."

That sounded right to Gwen, she knew that Ben was like that he never lets anyone get hurt unless he really can't help them. "I guess so."

"Also lolo Pablo and Max have repaired the transmitter we should go and tell them about the other aliens that are after the Omnitrix." Gwen nodded then stopped thinking. "What is it?" He asked her.

"Ben never told us the names of the aliens who were after the watch, if we contact the Plumbers without knowing who they are then they will only keep a lookout for Wevdin and then what? They will find themselves with powerful aliens and they can't really send a armada to Earth just to kill them."

"Hm, you're right about that but lets go check with them anyway just to get a grip of the situation."

"Okay."

Back inside Grace's room Ben had stopped sobbing somewhat a while after they had left. He was sitting on the chair of Grace's desk hugging his knees. His eyes were red from crying and his breathing was shaky with soft sobs. His mind was still echoing that it was his fault that Grace was gone. His eyes were sunken from his sleepless night and he looked like he was going to fall apart.

"It's my fault." He whispered quietly choking slightly from his sobs.

'It is your fault.' Repeated the voice in his head.

* * *

><p>Meanwhile. . .<p>

Runok was sitting on a chair in the main area of the Plumbers base. He didn't repair the damage to the door that Gwen had made. His eyes were concentrated on the screen of the station he was working on, looking for signs of the others.

Behind him there was a flash of bright light and a figure appeared. He looked like a man in his mid thirties. He wore a lab coat, black pants, a brown vest with a white collar shirt and black tie and wore a pair of green goggles around his neck. He was holding a pocket watch looking at it curiously. Pocketing the watch he walks up to Runok and kneels at Runoks back, waiting for a response.

"What do you want Time Walker?"

"It is a privilege to speak with you again great Runok." With a light british accent.

"What is it you want? I am rather busy."

"Why do you insist on doing things like this?"

"Doing what?"

"This!" He exclaimed. "This mundane work that you need to go through. Why not just go ahead in time and simply know where they are going to attack?"

Runok laughed a bit at that. "Then where is the fun in that?"

Time Walker looked at him with annoyance. "Fun? What fun do you find in doing this? You should know that i have had a lot of trouble finding you here."

"You're too young to understand."

"Young? I am several eons old!"

"Give it about a million more eons and you'll understand."

"Well you're one to talk i cant even go that far ahead."

"What is it you want?" asked Runok exasperated at the Time Walker's ignorance, for all his knowledge.

"What you are doing affecting the universe's Ben is unacceptable. You know that in another reality he dies the moment he meets Wevdin along with the other hundred aliens that came when word spread without you killing their subordinates off."

"And that does that have to do with anything?"

"You are making trouble since you do not exist in any other universe except this one this is supposed to be a single universe but since the moment you entere-"

"Entered this dimension and created and alternate one."

"Precisely, and how you are able to exist in only one universe still bothers me."

"Don't let it get to you."

"But there are no alternate you's! You are the only one who exists, if i brought together two of the same person from different universes and they touch they both just explode like anti-matter. But you are still here and so are the other universes."

"Have you found the Room?" asked Runok with a grin still looking at the screen.

"No, i have searched for eons and still haven't found it."

"Too bad i guess you will never escape this universe."

"There are no other universes! Only alternate versions of the same one."

"That is where you are wrong. And is that all? Just asking about Ben and what i'm doing to this reality."

"Sometimes i just think you sent me on a wild goose chase."

"And to complain about not finding the room."

"No that is not all i just came here to warn you that even with your intervention the boy still dies."

"Why tell me?"

"Because I've seen what happens in the future and I find that it is very interesting. Oh yes you have something in 5, 4, 3,"

"What?"

"2, 1, and"

Runok's screen lights up as it blinks red and he saw that it had found the location of two aliens that he was looking for. There were two red dots that were flashing and Runok knew who they were.

"Well, well, well, It's Yinte and Qunteru."

"Well then, my work here is done. Now if you will excuse me." said Time Walker and he took out his watch and in a flash of white light he disappeared.

"You know, you really have a lot more to learn." Said Runok to the empty room as he walked out to meet with Yinte and Qunteru.

Somewhere in space in another universe Time Walker was talking to himself. "Me young he must be joking and another million eons? I doubt that any earth will survive for that long. But he is THE Runok and i'll just have to listen. Why did i even go to him If he was just going to insult me? I should have talked to myself and asked what would happen if i did. I could have avoided that unpleasantry."

* * *

><p>Gwen and John had told what happened to Ben and what they suspected happened to Grace. Both of them were shocked to find out that Grace was probably kidnapped.<p>

"This is troubling." Said Max

"Why?" Asked Gwen.

"Have you fixed the transmitter yet?" asked John

"We have but we can't contact anyone, it seems that someone is jamming the frequencies." Answered Pablo

"That's really bad, how can we call for backup?"

"We can't unless we can stop the jammer then we cant contact the Plumbers."

"Can you tell where the jamming signal is coming from?"

"It's the kind that covers a large area and it's too powerful for countermeasures that we can produce with the equipment we have. So even if we tried we won't be able to locate the source."

"What about Ben? How are we going to help him?"

"From what you described Gwen i think Ben is in shock so it is better to leave him alone while we try to look for Grace."

"Ah yes Gwen, remember how you found Ben? Cant you try that with Grace?"

"I think so but I'm not sure."

"At least try we need to try anything."

Gwen nodded at that. Closing her eyes she began to chant, her voice echoing slightly from the words that she spoke. When her eyes opened again they were glowing a bright blue. Looking around she easily located Grace's aura trail. She walked out of the house and into the backyard, following the trail, the others following behind her. Her eyes then stop glowing her face a look of worry.

"What's wrong Gwen?" Asked John concerned.

"The trail just stops here. . ."

"What do you mean?"

"I mean it just stops there is nothing for me to trace her with it just ends as if she just disappeared."

Authors Notes: Hello people! another chapter up for you? How was this one? I am really needing reviews now so come one please please please leave a review!

Please Leave A Review!


	26. Collateral Damage

Disclaimer I do not own Ben 10

Chapter 25: Collateral Damage

Runok ran through the alleys of the squatter areas of the Philippines. The red dots that indicated that Yinte and Qunteru were both around the area that he had found Ben and Wevdin. He was glad that he was going to fight them in that place, since most of the area was leveled and most buildings were destroyed. He wasn't afraid of fighting in small places but at this point of time he didn't want to damage too much property. It was good that they were both there it would make things a lot more simpler.

He reached the area in a couple of minutes and he saw them before they saw each other and listened to them as they talked.

"What are you doing here?" Hissed Yinte. Yinte was a Kineceleran but his build was very similar to the normal look of his species but he had a slight difference. He didn't wear the classic helmet and he had longer claws and his tail was almost twice as long and much thinner than usual as well as his speed orbs at his feet were much smaller. His markings were also different as they were mostly shades of red and black and were more spiral than stripes.

"What are you doing here?" Rumbled Qunteru. Qunteru was a large alien towering over Yinte. He wore a large heavy looking black armor and carried a large war-hammer in his back. His face was scarred and he only had one eye which he kept covered with a patch. The scars were very noticeable on his gray skin.

"Why should i tell you?" Sneered Yinte. "You are nothing but a blundering giant whose only advantage is because of his armor."

Qunteru furrowed his eyebrows, bringing his scars out more. "I could say the same about you, since you are below me in the ranks."

Yinte looked at him carefully but still not tense. "Well that may be true although some members are low in the ranks but haven't fought the higher ones since they are too lazy to make their strength official."

"That is understandable, it has been about ten years since a gathering? We've been getting lazy, someone should set up a gathering to bring the ranks up to date."

"That doesn't sound like a bad idea Qunteru, I bet you've been reading in your spare time haven't you? Oh wait i forgot, you cant read!"

Qunteru snapped at this insult and faster than the blink of an eye he unclasped his hammer from his back and swung at Yinte creating a shock wave that created a large dust could around him. "Well you seem to have improved." Said Qunteru from behind the dust cloud.

"I could say the same thing about you" Said Yinte and as the dust settled he hadn't moved from his spot dodging the hammer but he caught it with the tip of his tail on the hammer's head

"Your reaction time has improved last time you had to run away when I swung at you."

"Well remember what i said, some of us lower ranks have gotten stronger but we're just too lazy to seek out someone to get up in the ranks."

"Well i guess this won't be as boring as i thought."

Qunteru aimed a kick at Yinte and Yinte ran away to dodge it creating a sonic boom in his wake. Yinte quickly used his long tail to lash out at Qunteru and to use it to strangle him but Qunteru stepped back dodging the limb. Yinte quickly used his claws to cut at Qunteru but had to move away because Qunteru swung his hammer before he could get close. Yinte tried a different tactic, he began to run around Qunteru and created a large cyclone around him. Qunetru didn't fly up from the wind as expected due to his heavy armor he was unfazed. Thought that wasn't Yinte's plan, as he ran faster and faster he eventually broke the sound barrier and created a vaccuum around Qunetru. Qunteru just stood there not minding the vaccuum at all and just picked up his hammer and tapped it on the ground like a cane. The force sent a wave which tripped Yinte making him fly off towards Runok.

Yinte was still aware of what was happening. He didn't think that Qunteru would be able to keep up with him now since he could run much faster than the last time he fought Qunteru.

Qunteru was also impressed with Yinte's improvement in his speed and strength. The last time they had fought he had easily won since he was stronger then Yinte. Now he thought that Yinte had a chance to beat him this time. When he saw that Yinte was flying towards a figure he didn't really care if it was a civilian. It would be their fault for getting too close to a fight.

While Yinte was flying towards Runok they both expected that when they collided the figure would be knocked away with Yinte but instead Yinte suddenly stopped as if he had hit a immovable object.

When Qunteru saw this he was surprised but when he had gotten a better look at the figure he was surprised that it was none other than Runok. The one who held the number one spot in the rankings. At first he was scared that the one who held the number one rank was going to fight him but then he remembered something. Runok never fights all out, he always holds back. No one knows the exact reason why he does but he is known to be able to destroy entire solar systems with a single punch. Most of the higher ups in the ranks were celestial beings who have seen him fight and noticed that if he were to go a bit further he would be tearing holes in reality and space. It was rare to see someone who is not a celestial being to be so high up, let alone be number one. Qunteru and Yinte were the case they were not celestial but their physical strength would be able to counter and fight even celestial beings.

Yinte hit Runok hard but both seemed unfazed by the impact. Yinte quickly got up and ran at Qunteru for another attack not noticing that behind him was Runok.

Runok didn't really mind that Yinte had hit him. He was actually hoping that Qunteru would fight with Yinte since they would cause the least amount of destruction. Unlike if Qunteru fought Wevdin or Riture. They would probably sink the entire archipelago and take nearby countries with them.

Yinte headed for another attack this time going at full speed which meant that he was breaking the sound barrier and everything looked perfectly still. Except for Qunteru who was slowly moving even though Yite was moving at thrice the speed of sound.

Thinking that Qunteru's armor was why he was so powerful since he had never seen him without it before the tried to find the seams so that the armor would all apart. He looked in all the obvious places where the armor would be weakest, such as the joints and other such places. The armor had none of these weaknesses. So he tried unscrewing the bolts that kept the armor together but the bolts were welded. While Yinte was distracted trying to think of another way to beat Qunteru he didn't notice that Qunteru's hammer was headed right for his head. The moment that the hammer's head made contact with Yinte's he was thrown out of sight.

Qunteru had guessed that Yinte's speed would give him a good advantage but he didn't think that he was able to guess where his exact position was for him to strike his hammer at him. Qunteru looked over at Runok a grin spread across his scarred face.

"Runok, I am honored to be in the presence of the number one in the ranks."

"It is a pleasure to meet you Qunteru." Then a flash of red passed by Runok and was suddenly stopped by Runok.

Yinte was going for another attack on Qunteru but he was suddenly stopped by the figure that he had hit. When he had gotten a look at the one who grabbed him a look of shock came on his face. "Runok. . ."

"It is a pleasure to meet you as well Yinte. I have heard that the both of you are quite high in the ranks which I congratulate to both of you, physical fighters are much more fun to deal with than celestials and magicians."

"It is an honor to meet you Runok." Said Yinte in his raspy reptilian voice. Runok was not what he expected. Yinte was expecting some dark overpowering figure who practically shone with power and strength.

"Both of you are pretty fast." He complimented them. "But you are still too slow to-" A rumbling noise covered his words and when they looked up there was what looked like a small meteor that was headed right for Runok and Yinte. Runok loosened his grip on Yinte and Yinte quickly sped away from the flaming object that was headed towards Runok.

The object was headed at him at a dangerous pace and only one word escaped Runok's lips before the both collided.

"Shit."

When the object collided with him the blast wave that was created made a explosion that rivaled that of a atomic bomb exploding. Bringing every nearby building that still stood, in a flash they were nothing but rubble. The shock wave that came from the blast created a artificial earthquake which toppled more buildings and houses farther off than the explosion.

In Pablo's house they didn't know what was going on. Gwen and John were both worried about Ben and Grace while Pablo and Max were trying to figure out how to contact the Plumbers. While Ben sat in Grace's room huddled, hugging his knees to his chest. His worry drowning him in depression.

Then the house shook.

Authors Notes: Hello, I am pretty unsure about this chapter, especially about the fight scene. Im kinda one of those authors that can't tell whether or not the story is great or bad unless i leave it for a while then read it after like a month then i can get the feeling of not knowing what happens almost giving me the reader's POV in this. So i really need the feedback so i can get a feeling if i am improving or not. You guys are my touchstone to tell me if the chapters are good or not.

Please Leave A Review


	27. Meeting

Disclaimer I do not own Ben 10

Chapter 26: Meeting

The house shook and fell apart from the blast. Everyone was blinded by the flash of light and blackness.

Two figures seemed unaffected by the blast as they stood on the rubble of the house.

"Fevi!" Shouted a smaller cloaked figure in a complaining tone.

"Yes, yes, I know Zonoren." Responded Fevi

"They are really mean doing that, I hate flashing light especially taking photos." Said Zonoren

"Yes Zonoren but those stupid brutes are all too eager to beat each other black and blue."

"Why do they need to do that." Complained Zonoren

Ben woke up in the rubble hearing the two of them talking.

"Well i can't understand it myself but I was hoping that they would have taken their time and let him get a bit more depressed."

"Why?" Asked Zonoren curiously.

"Well-" Then Fevi stopped hearing the rubble shift from Ben trying to get out.

"Ugh. . ." He groaned, his body hurt but luckily there was nothing broken.

"I guess we'll just have to make due with right now."

Ben got up from the rubble, he was covered in dust but unhurt. He looked at the two figures who were talking. One of them looked like a little girl with bright pink hair and bright blue eyes with a grin across her face. She wore a cloak but under them she wore beige pants a brown shirt with belts across her chest. She looked about the age of eight. The other one looked like a large wolf. It's fur was a shiny silver color and he had a mane where the silver was tinted a dark blue. It had a pair of horns jutting out from it's head and it had dark yellow eyes.

"Yay! He's here!" Said the little girl excitedly.

Ben just sat there staring at the two of them.

"Let us introduce ourselves." Said the wolf. "My name is Feviren and this is-"

"My name Is Zonoren!" Squealed the girl happily cutting off Feviren. "It's a pleasure to meet you." She gave Ben a warm smile.

"Yes, I apologize for that, as she is my apprentice and is still very childish."

"Who are you calling childish Fevi!" Shouted Zonoren.

* * *

><p>The blast that was created from Runok and the object created a huge crater. All the rubble that used to be there was either turned to dust or melted from the heat of the explosion. The crater glowed from a molten rocks and was black from the soot.<p>

There were two figures standing in the center of the crater. One was a man who was dressed in a plain shirt and jeans wearing a cap. The other one was a tall thin armored alien. The armor was a dark purple and streamlined. The alien had a heavily set jaw and six pairs of eyes. His fist caught in Runok's hand.

"Hello Wevdin." Said Runok casually as if he had just bumped into Wevdin on the street.

"Hello Runok." Said Wevdin in a similar manner. "You know that kick was a cheap hit."

"What can I say?" Said Runok shrugging.

At the edge of the crater stood Qunteru. His black armor now shining bright red and smoked from the heat of the blast. Though he looked to be unaffected by the heat and force of the quickly came to his side and looked over at the two figures standing at the center of the glowing crater. Yinte knew that he would not be hurt from the blast but he didn't want to be blown away into space so he opted to run ahead of the explosion to keep himself from being blown away.

"It's Wevdin." Said Qunteru calmly not in the mood to fight with Yinte at the moment.

"It is?" Asked Yinte curiously.

Although the members of the society loved to fight they were all very civil if they were just mindless brutes that fought all the time then 90% of the universe would have been nothing but black holes and asteroid fields that were once planets and solar systems.

"Yes I guess he is looking for the Omnitrix as well."

"Why does he want it?" Asked Yinte. "He is strong enough to easily deal with celestials why even consider the Omnitrix?"

"Im guessing he wants to become a celestial and jump the ranks."

"Isn't that the same reason you're trying to get it?"

"It is but I am just going to use aliens who are naturally strong. But what about you?"

"There are species that are naturally faster and stronger than my race so that is why I am after it, to be faster and stronger than I am now."

"Well then that is something obvious."

"I guess I am glad that it is Wevdin I hate dealing with Feviren and his apprentice."

"What's your problem with them? i have no trouble with those two."

Yinte didn't answer him but watched Runok and Wevdin.

"You know you haven't changed one bit since the last time I fought you." Said Wevdin

"I could say the same about you but you got thiner than last time."

"Well you know how life is." Responded Wevdin shrugging slightly

"That is true." Agreed Runok

"So how will we do this?" Asked Wevdin

"Well all four of us can't fight here the planet won't be able to take it."

"Four?" Asked Wevdin curiously

"Yes Yinte and Qunteru are here as well."

"I see." He said looking over his shoulder and seeing the two standing at the edge of the crater. 'Well i brought something that would be a great help in this fight." He said bringing out a glowing black cube from his armor.

"Well that is very helpful." Said Runok appreciatively. "I should carry one of those around just in case of a good fight." He said letting go of Wevdin's fist allowing him to activate the strange cube.

The cube began to glow it's strange light and it first absorbed Wevdin then Runok, followed by Yinte and Qunteru. Leaving the crater empty and silent save for the black cube still glowing and hovering in the air.

* * *

><p>Ben stared at the two. He was unsure that they were either the ones after the Omnitrix or were just passing through by pure coincidence. "What happened?" He asked the two of them.<p>

"What happened was that the house collapsed." Said Zonoren happily.

"What made the house collapse?" This time asking Feviren.

"Do you know a certain being called Runok?"

"Yeah. . ."

"He's fighting someone right now and we are miles away from the fight."

Ben was surprised. When he had watch Runok fight back in the Plumber's base he and his opponent fought like gentlemen exchanging blows one at a time. It didn't make sense. Then in a flash he remembered something that Runok said. "But I have my doubts that it will stop Feviren though." Then Ben's surprise turned into panic as he realized that those two were also after the Omnitrix. He quickly activated the Omnitrix and turned into XLR8 running off.

Feviren noticed and cast a spell, the beams of magic coming from his horns. Ben had run a fair distance but was quickly brought back by the spell that Feviren had cast. Zonoren cast another spell that kept Ben in place not allowing him to use XLR8's powers.

"It is unwise for you to run Ben Tennyson." Said Feviren. His voice still calm.

"Why should I listen to you?" Asked Ben in XLR8's raspy reptilian voice His visor sliding up revealing his face.

"Because he said so!" Yelled Zonoren in her childlike voice.

"Well I don't feel like listening." Ben ran again and even without his powers XLR8 can run pretty fast.

But before he could get too far Feviren said. "Are you sure you are going to run away? You don't care about Her then?"

Looking behind him Ben saw that Grace was standing beside Feviren. She looked like she was awake but her eyes were devoid of consciousness.

"Grace?" Ben shouted in shock and disbelief, then slowed to a stop facing them.

Authors Notes: Hello! Im back with another update today! A cliffy! Hooray for cliffys! I would love more feedback from all the people who are reading this story. Don't be shy! Be critical! Be blunt and honest! I encourage you guys! One of the problems on fanfiction is that some stories are so bad to the point of idiocy but reviewers overlook the bad stuff since they agree with something in the story like a pairing for example. If you can, go to the Animorphs section and look for the fic called Random by Elfera and look at the reviews there are two people there who go into greater depth than i am right now and they explain some other things. So review! I won't get mad.

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	28. Words That Are Never Spoken

Disclaimer I do not own Ben 10

Chapter 27: Words That Are Never Spoken

In the center of the crater there was a floating black cube. It glowed dimly and didn't bob or move. It just stayed in place not moving an inch. There was no one there as most of the city was destroyed. Inside it was a different story though. The inside of the cube was a large rocky plain strewn with the occasional outcropping of jagged rocks and a few small cliffs and ravines. The sky inside was black but it was as bright as if it was the middle of the day inside the cube. There were four figures standing inside. They looked like a mismatched collection of sorts. One looked human, another was reptilian, one looked like a giant warrior, and there was a tall and thin figure with three pairs of eyes and a heavily set jaw.

"Hm. . ." Said the largest of the four. "Interesting, where are we?" He asked.

"We are inside a dimensional box Qunteru." Responded the one with the heavy set jaw.

"What exactly is an dimensional box Wevdin?" Asked the reptilian one.

"Basically Yinte, it is a separate dimension that is inside a box that is reinforced and more stable than normal space." Answered the human looking one.

"Precisely Runok." Said Wevdin. "It is something i got a while back for when i want to fight and not destroy entire solar systems."

"Where'd you get it?" Asked Qunteru fascinated by the dimension they were in. "And how big is this place?"

"I approximate that it is one million cubed kilometers." Wevdin answered, then looked at Qunteru then Runok. "Is that large enough?"

Runok sighed. "I guess it will have to do."

"How stable is it?" Asked Yinte.

"It can take a million times of my strongest punch and not shatter." Answered Wevdin proudly.

"I guess you got it from Rhen?"

"Yes in fact, I did. I told him why i needed it and he gave it for free."

"Well can we begin?" Asked Runok.

"I don't see any point in waiting any longer for the inevitable." Said Qunteru, shouldering up his war hammer.

"I agree." Hissed Yinte, ready to start.

"I guess so, but i suggest you work together otherwise. . ." Runok clenched his fists and the ground started to crack and rumble but no light glowed from his aura.

"I think I can stand working with you for a while Qunteru, Yinte?" Wevdin asked the two others.

"I think so." Said Qunteru.

"But after this we fight for each other." Said Yinte.

The three of them nodded and got ready, each of them were in their fighting stances and tensed, ready to fight. They were all facing the one man all of them waiting.

Yinte was the first to attack. In a burst of speed he disappeared and reached Runok in barely any time at all in the short distance and aimed a slash at his face. Runok easily dodged the assault and made a flicking motion at Yinte, not even touching him. Yet Yinte was still blown away from the mere force of the motion. Qunteru went next and swung his heavy hammer while Runok was still looking away. He was able to land a hit on Runok and sent him crashing across the rocky plain. Then Wevdin disappeared in the same manner a Yinte and had caught up to the crashing Runok and kicked him across the face which sent him flying in the other direction. Yinte had quickly recovered from the attack that Runok had inflicted upon him and like Wevdin caught up with his flying form and axe kicked him to the ground.

There was a enormous crash and Runok was out of sight from them in a cloud of dust. They didn't waste anytime though as they knew that Runok wasn't the top of the ranks for nothing. Qunteru jumped and landed in the middle of the dust cloud exactly where Runok was and used his hammer to smash his chest and swinging it like a golf club he sent Runok flying once again. While Runok was in midair Wevdin weaved his fingers together his palms touching and a energy surrounded his hands and sent a burst of energy at Runok. Yinte took that opportunity and ran at Runok on air* and used his long tail to grab him by the neck and throw him back down at Wevdin. Wevdin pulled back his fist and punched Runok which sent a explosion from the mere force of Wevdin moving his fist.

Their teamwork was impressive to say the least as Runok flew back at Yinte where Runok was again grabbed by Yinte's tail and was thrown at Qunteru. Qunteru held his hammer and watched as Runok headed towards him A black energy was surrounding his hammer and when he struck Runok with it it created a large explosion but it didn't send him used another ons of his energy blasts and aimed it straight down at Runok which created a large crater, though smaller than the one outside the cube.

Yinte quickly ran into the crater when Wevdin was finished firing his blast and using his speed hit Runok hundreds of times before kicking him out of the crater like a soccer ball and blasted by one of his own energy blasts. Runok did not fly far as Qunteru jumped and struck him out of the air and back to the ground where Wevdin was waiting for Runok. He kicked at Runok sending him back up at Qunteru and blast Runok again with a energy blast and Qunteru used his hammer which was gathering anergy again and they both struck at Runok in midair. Runok's kinetic energy from Wevdin's kick was nullified by both blasts and was falling down to the ground when in midair agin he was kicked by Yinte and he was again flying off.

Qunteru went after him and struck him down to the ground crashing and sent a large dust cloud. Qunteru fell from the air and holding his hammer like a pogo-stick with it's head facing down and crashed on top of Runok. There he began to strike at him like a man working in a medieval quarry breaking rocks. With each strike he caused the earth to shake and the air around the head of his hammer was combusting and crating plasma from it. His large muscles under his armor smashing at Runok with the large hammer with ease. Finally the last hit bounced Runok and sent him back into the air where Wevdin was waiting and punched Runok right in the face. Runok spun and struck a large outcropping of stone which made a small cliff which instantly turned into rubble when he made contact with it.

While Runok was still buried, all three of them blasted at the rubble where Runok was buried in turning it to dust. All three of them weren't out of breath. Seemingly they weren't putting much effort in the fight even though the force and destruction was great in the space they were fighting in. This time they did not continue their attack towards Runok but they stood and waited. Then the dust shifted and Runok stood up from the dust.

"You know." He said tilting his head to the side stretching it. "I said work together and the only time you guys really did was at the end. Come on you are making this boring fo-"

Qunteru struck him with his hammer and Wevdin kicked him from behind the two forces keeping him in place. While Yinte kicked at him thousands of times while he was held in place by the other two. Then the three of them separated again and sent another combined energy blast at Runok. When the light from the three blasts faded Runok was still fine.

"Come on you three, you all need to get serious here, by all means go all out!"

The three of them didn't need anymore prompting. First went Yinte he went at him at part of his full speed at Runok using his speed and stopping time that even Wevdin or Qunteru were both still. In the small instant that he was able to send almost a million kicks in less than a second. When he slowed down again Runok was sent flying. He didn't get far as Qunteru went after him next and using his hammer again smashed him to the ground and like before but this time striking at Runok with all his might. The force from each blow creating gigantic fissures in the ground and creating major earthquakes with each strike. Qunteru then jumped back letting Wevdin have his turn. Wevdin kneeled on top of the lying down Runok and punched him hundreds of times each punch was similar to Qunteru's hammer falls but they were at a much faster pace. He put his hands together and aimed at Runok at point blank range and fired his energy blast right at Runok. Wevdin created a huge crater comparable to the one that the cube they were in was in.

He jumped away panting slightly. The three of them looked like they had just gone on a very short jog. Not very tired but they had put a bit of effort.

"You know, that was much better but you need to go one hundred percent if you want to go up against me." Runok said standing up and brushing some of the dust from his shirt and cap. He was perfectly fine. "I will be giving you three one last chance to go at me but this time at full power and one hundred percent. I am beginning to loose my patience." Again he stood there waiting to get hit.

The three of them looked at each other an all of them nodded. They knew that Runok was right they needed to go all out and they didn't need to worry as the separate dimension can handle their strength and still exist. What they couldn't see in their surroundings was that it was slowly repairing itself. The landscape was slowly becoming devoid of the fissures and craters that the fighting had created.

Qunteru closed his eyes and concentrated the same shadow that formed around his hammer was now enveloping him and his eyes were glowing a white light which stood out from the black aura. A similar aura was appearing around Yinte but his was red and it was more like smoke than shadows and instead of his eyes that were glowing it was the speed balls at his feet that were glowing a dark red. The aura that was coming from Wevdin was different form the others it was not like smoke or shadows but it clung to him thick and oily like tar or something similar and it had a purple hue to it.

The ground was shaking at force of the three auras that Wevdin, Yinte, and Qunteru were projecting.

In a flash Qunteru went first. He used his hammer and struck at Runok like before but it was different now. Instead of flying off there seemed to be a second Qunteru made of shadow which swung its hammer behind Runok. The explosion from the force destroyed a very large portion of the landscape that they were in. Qunteru struck at Runok again but this time there were three other shadows that surrounded him striking at all sides. This time creating a shock wave that made the rest of the undamaged area a layer of rubble.

Wevdin quickly headed towards Runok and this time did not bring his hands together like before for his energy blasts but he just pointed at Runok and his oily aura formed around his finger and fired at Runok. If Qunteru's blows were powerful they seemed to pale against the beam of energy that Wevdin was sending to Runok. The beam was smaller than a needle but it pushed at Runok sending him down deep into the ground until he reached the border of the dimensional space.

Yinte simply disappeared and reappeared next to Runok when Wevdin's beam had stopped and was now stomping on him with his speed balls and with each movement that he made. Whether it was a flick of his tail, a movement of his arm or claw the black rocks were sliced into pieces. Each time he stomped on Runok he sent shock waves that reverberated throughout the entire area of the cube that they fought in. He finally charged a ball of energy using his speed balls and stomped at Runok one last time before jumping out and stood next to the others. Their auras were still thick around them. They didn't go all out just yet as they knew that they needed to save their strength for when Runok finally fought back. Since they knew that it was impossible for them to kill him even if they tried. If they had extra help or had a burst of strength they might succeed but it was just the three of them watching Runok get up from the hole that they had made. The three of them were breathing heavier now but the fight had just begun.

"Alright if you won't take this song and dance more seriously then so be it." He said taking off his cap removing the shadow it cast that was normally hiding his face.

He took a step forward at the three. The simple gesture was quickly followed by and explosion of force that almost sent the three of them flying. He took another step and another. Each step was punctuated by a explosion of force, causing the ground to cave and crack by the gesture. Wevdin went at him first aiming a kick at his groin. He was so fast that he disappeared from sight for a moment and reappeared in front of Runok. The kick was easily stopped by Runok with his hand and Wevdin jumped away not wanting to be too close to Runok. Qunteru ran towards Runok his hammer to one side ready to swing. His aura was again coagulating around his hammer and struck at Runok This time instead of three extra shadows of himself there were now four. The newer one this time striking Runok on his head. His attack had no explosion like the last one but the force was now encased inside the five of them the force reverberating inside. Runok lifted his hand and the encasement that trapped the force was shattered sending the rest of the shock waves to disperse in the air. Runok swung his fist at Qunteru which sent him crashing across the rocky plains. Yinte was now ready to face Runok he thought that 60% would be sufficient for now. He was now again so fast that time had seemed to stop he ran and sliced at Runok trying to wound him. But Runok dodged his assaults.

Smiling Runok said. "Too slow." And flicked at Yinte which was enough to send him out of the speed induced time stop.

They were all shocked at Runok's strength. The three of them knew that he was powerful but to take all those attacks and come back from them unscathed like they were nothing was incredible.

"Come on you three you think that you can go up against me with playing around? Come on I want a real fight not sparring!"

Wevdin growled and lunged at Runok. Kicking at his head, Runok dodging easily. He kept attacking Runok, the kick was followed by several punches with Runok dodging them all easily. Wecdin quickly lost his patience and pointed a finger at Runok and fired an energy blast at him right at his eye. He expected that it would blind Runok at most but he saw that Runok had stopped the beam with his hand. With the other he punched Wevdin in the gut. It didn't send him flying but it made him get to his knees in pain. Before Runok could kick at the downed Wevdin he disappeared and Runok saw that Yinte had brought Wevdin to a safe distance to recover. Behind Runok Qunteru had snuck up on him and his hammer over his head, muscles clenched ready to strike. He was lucky that he was able to block Runok's punch with his hammer and that his aura cushioned a large portion of the force. His aura didn't surround his hammer and himself. The shadowy aura was now gone from his body and it now encased his hammer's head. It was now no longer a shadow but it had turned solid giving his hammer a crystalline appearance. It was rare for QUnteru to go as far as this so early in a fight but it was the number one in the ranks that he was facing so he couldn't spare his weaker attacks as Wevdin was recovering and so was Yinte.

Qunteru struck at Runok the crystalline hammer head fell and made contact. Like his earlier attack Runok was now encased in a crystal-like trap. Qunteru's shadowy aura was now growing and flowing directly to his hammer and there were now six copies of Qunteru. Although these copies weren't like before. They were more solid and had a sheen on their bodies as if they were made of the same metal as Qunteru's armor. The crystal that encased Runok had changed it's shape. It had seven sides, one for each copy and Qunteru himself. The all raised their hammers and struck at their respective sides of the crystal. The force of each blow was reverberating inside the crystal. The last time Qunteru had to use this many shadow copies without his crystalized hammer he had caused his opponent to tear apart to his very atoms.

Each of his copies were striking at the crystal each blow intensifying the strength of the reverberating force that was going inside the crystal. One of his copies stepped back when Wevdin had come up and and started to punch the crystal adding his force to the cacophony of energy and force inside the crystal. Yinte also joined in striking the crystal encased Runok. Kicking and slicing with his claws.

Runok did not seem to mind the chaos that was going on inside the crystal along with him. He was even nodding his head from side to side as if listening to a relaxing song. He eventually grew tired of the crystal and cupped his hand. The energy and force that was echoing inside was being collected into the palm of his hand. The three aliens and Qunteru's shadow copies saw what was happening and began to strike harder and faster trying to keep him from absorbing all of the force and energy. But Runok was able to absorb all of it and the crystal that was encasing him shattered. The small ball of energy that rested on his palm was smaller than golf ball but it shimmered with energy. The ball's color seemed to be made of the aura's of the three. It shifted from dark red, purple, and black.

"You know, this is something i expected from the three of you when i said that you needed to work together." Said Runok holding up the small ball.

He tossed the small ball of energy as if he was casually passing it for their inspection. The three of them scattered, Qunteru's copies fading back to his aura. When the ball hit the ground, the flash of light that came from it filled the cube.

Wevdin was blinded by the flash and when he could see was that Runok was right in front of him. Runok punched him in the face, across the jaw and sent him flying. Qunteru saw what Runok had done and quickly went to face him when Runok disappeared from sight. Qunteru slowed wondering where Runok went. He felt a tap on his back and saw that Runok was behind him. Runok didn't smile or frown, he seemed quite bored with the fight actually. Runok pushed at Qunteru's back and sent him crashing through several rock outcroppings, before hitting the border of the cube. Yinte tried to attack Runok by running around Runok and using his speed not allow him to touch Yinte. This plan didn't work so well, as Runok put his arm and grabbed onto Yinte's neck and threw him to the cube's border.

Wevdin ran at Runok while Qunteru and Yinte jumped from the border going for another attack. Runok simply kicked away Wevdin and Yinte, then punched Qunteru sending them all to the borders of the cube. Runok stood waiting for the three of them, taking his time with the fight.

The three were now talking with each other trying to find a way to beat Runok or at least knock him out.

"Wevdin, how deep does the ground go?" Asked Qunteru

"50 km, why?"

"I have a plan but both of you need to distract Runok while I prepare my attack."

"Alright." Said Wevdin and looking at Yinte. "Yinte I need you to give me a hand here." Yinte gave him a questioning look. "I need you to get me close to Runok, can you do that?"

"Sure I can."

"Good let's go." Said Wevdin holding onto Yinte's tail and they dashed off.

Qunteru was now concentrating. His aura was again collecting to his hammer's head but this time it was accompanied by the rocks and the ground that he stood on. The rocks were crumbling and collecting on his hammer, compressing and building on the hammer.

Yinte noticed the change that was happening to the ground and saw what was happening to Qunteru's hammer.

Wevdin yelled. "Now!"

Yinte reacted and threw Wevdin at Runok, going faster than when he landed on earth. He pulled back his fist, ready to strike at Runok. Unfortunately Runok kicked him aside as if he was a soccer ball slowly rolling towards him. But that was enough for Qunteru to prepare his attack. The rocks that they stood on shifted and flew towards Qunteru's hammer and being absorbed by the weapon until there were no more rocks to stand on. Qunteru headed straight for Runok his hammer now glowing white with the mass of all the rocks in the cube. Wevdin took this opportunity also used his most powerful attack. His aura surrounding his fist and energy crackled around it as he hit Runok the same time as also attacking with his most powerful attack as his aura surrounded and concentrated into one of his speed balls at his feet and struck Runok with it. They struck at Runok which sent shock waves of force that shook the floating cube that they were in.

When the blast was over the giant cube that they were in was completely devoid of the rocks that used to be inside it. The four warriors were standing inside it. Qunteru's hammer hit Runok in the head. Wevdin's punch was right at his rib. While Yinte's kick was at the small of Runok's back. Even after all of that Runok seemed perfectly fine. Then he began to laugh.

"Well that was something!" He said. "That really was something, you guys really deserve the levels in the rankings. You all would have probably given the number two a small bruise after that attack." He was still laughing as the three others watched him. "If he ever gave you guys the chance of attacking." Runok then swept his hand, the force of it sweeping them all a reasonable distance from him.

"I knew that he was the strongest but this is just ridiculous." Hissed Yinte.

"I know, I wish that there was more matter for my attack." Said Qunteru

"What was that attack anyway?"

"My hammer attracts matter and compresses it increasing the mass and power of my attack. The more mass the heavier it gets and the stringer my attack."

"How many times have you used it before?"

"Only once and that was to practice it. I used it on a small asteroid and destroyed a entire solar system with it."

"Well it was a good try anyway."

"He is much more powerful that i ever imagined." Said Qunteru

"Yes but I have a plan. I found something in a old ruin that talks of Runok, which said that would seal his power."

"Then why didn't you use it before!" Yelled Yinte.

"I thought that if we teamed up we could beat him but it seems that i have to use it."

"Are you done talking?" Shouted Runok at them.

"Well go give it a try." Said Qunteru.

Wevdin dashed as if to punch Runok but Runok quickly caught his fist. "I said that you need to do better than tha-" Wevdin leaned in and whispered in Runok's ear.

Runok let go of his fist, his face went from shock to a blank expression. Smiling Wevdin then kicked at Runok expecting him to be sent flying from it. Although the opposite happened. His leg made contact with Runok but he didn't move and inch. Surprised Wevdin kicked at Runok again this time in the head, again he did not budge. Wevdin was now even more confused at the situation. He began to send a flurry of blows at Runok each blow harder than the last and still Runok didn't move. He stepped back and the other two went forward to talk with him.

"Did it work?" Asked Yinte

"I don't know but it seems to have."

"Well in that case. . ." said Qunteru who raised his hammer when he caught something in the corner of his eye. "Wait." Then he lowered his hammer.

Runok had moved. His head bowed low hiding his face in shadow. The three of them stared at him waiting for any sign of movement. Then they heard him chuckle. It was nerve breaking, it wasn't like his earlier chuckles and laughs. It didn't sound natural, it sounded like it filled the entire space that they were in. It was as if it was coming from all directions.

Yinte was unnerved by the chuckling. "Wevdin. . ." He said

Then Runok looked up and they were all thrown back.

Outside the floating cube was shaking and bulging, then cracks began to form on it.

Authors notes: Hello! How was this chapter? Sorry if the fights was kinda long. I was listening to epic music making the fight scenes become longer than I thought they would be, but if you guys like it then good! Also I probably wont be able to update for the rest of the week as i will be too busy to write but don't worry as soon as im not busy I will make the next chapter so be patient. And also remember to leave a review!

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	29. Rage

Disclaimer I do not own Ben 10

Chapter 28: Rage

Ben quickly came to a stop and looked back facing Feviren, Zonoren, and Grace.

"Grace!" He shouted in disbelief.

Zonoren laughs at his reaction. "Ha ha! He really does like her! He really does!"

"Quiet Zonoren!" Scolded Feviren. "What have I told you about taunting people."

"It's not like i've gotten in trouble from it."

"Yes it has, you just kill them before they hurt you." Feviren gives an exasperated sigh. "Never mind."

Ben yells out. "Grace what are you doing with them? Get out of here!"

Zonoren laughs and Feviren said. "She can't hear you." Before chuckling along with Zonoren.

"What are you talking about?" He asked them in XLR8's raspy voice. "She isn't. . ."

"She is still alive if that's what you mean." Answered Feviren.

"What did you do to her?" Said Ben narrowing his eyes.

"Oh nothing permanent." Said Feviren smiling showing his fangs making him look fierce.

At that moment Ben had snapped. Clenching his jaw he pressed the Omnitrix symbol on his chest and transformed into Wildmutt. The large eyeless orange dog-ike alien roared and charged at Feviren. Just before he had reached him Grace stepped in front of Feviren making Ben slowing down before he collided with her. Grace then tried to punch him. Ben jumped back a safe distance and huffed in confusion, his fur standing on end.

Zonoren laughed in delight at Ben's reaction.

Ben growled at her, then faced in Grace's direction, tilting his head in confusion.

Grace her eyes still empty picked up a metal bar from the ground, breaking it off from the concrete. She swung it as if it were one of her sticks that she fought with.

The gills on the sides of his neck were flared as he tried to understand what was going on. He lunged at Zonoren this time but Grace knocked him away in midair. He landed on a pile of rubble, the concrete slightly giving under his weight. Growling at Feviren and Zonoren he lunges at them again Grace tried to knock him away again but he dodged her and lunged again at Zonoren and took a swipe at her. She easily dodged his wild attack, saying.

"Whoopsie! Too slow Benji!" She said giggling and cast a spell that knocked him away from her.

Ben landed and was buried in some rubble, there was a bright flash of green light and Diamondhead appeared. His eyes were filled with rage. Forming his arm into a sharp blade he charged at Feviren but Grace jump in front of him and blocked his blade.

"Grace snap out of it!" He yelled but her eyes were still empty and she grabbed his arm and twisted it. Ben grunted in pain, going onto one knee as Grace twisted his arm and he started to hear cracking noises then his arm completely broke off. "Argh!" Then Grace struck him away with the metal bar, making several cracks along his torso.

Ben was thrown this time by Feviren who sent bolts of lightning that came from his horns. He and Zonoren were both laughing at Ben.

"It's useless!" Yelled out Zonoren between moments of mirth. "Just give Fevi the watch thingy and you can get her back!"

But Ben wasn't listening. He knew that they were extremely dangerous and could easily kill him. But that didn't matter to him, all he wanted was to get Grace back to normal. The cracks on is body were quickly healing and his arm had regenerated. Ben smashed both his fists into the ground and large crystals shot up from the ground. They formed a pyramid around Grace trapping her so he could go after Feviren and Zonoren. He started to shoot a barrage of crystals at them.

Zonoren swept her arm creating a burst of wind which sent the crystals flying back at him. Feviren shot at him with another lightning bolt at him while he was distracted with the crystals.

"Fevi! Can I keep playing with him?" Asked Zonoren thoroughly enjoying Ben's actions.

"Alright, so long as you don't kill him. Who knows what might happen to the Omnitrix if he dies."

"Yippee!" She said jumping up and down clapping her hands

Ben got up and ran to their right, shooting more crystals while he kept moving. Zonoren swept them aside and retaliated with several fireballs. Ben defended himself by creating a crystal wall. Zonoren laughed and lunged at the pyramid of crystal that encased Grace. Ben saw this and created another wall of crystal between her and Grace. But Zonoren simply landed on it and jumped off it giggling the whole while and she shot a bolt of lightning cracking the crystal. Grace then broke out of the pyramid and stood next to Zonoren.

Ben charged at Zonoren, not wanting to hurt Grace. But Grace stopped Ben holding him in place, then Zonoren got behind Ben and shot several fireballs to his back when Grace jumped away. Ben grunted and fell forward but he wasn't out yet. Using the fact that he was on the ground he sent several large spikes to impale Zonoren and Feviren. He didn't care anymore if it was wrong to kill. They had made Grace their puppet and he won't ever forgive them for that.

Zonoren jumped out of the way while Feviren cast a magic shield protecting himself. Zonoren was grinning an idea had struck her, she pushed up her sleeves and her hands started to glow and she placed them on the ground and spikes of bedrock stabbed at Ben tossing him into the air. Grace jumped into the air and struck him with the metal bar sending him to the ground. Zonoren still had her hands on the ground and let out another bunch of spikes, Ben crashed into them.

He was now getting pissed. He pressed the Omnitrix symbol and transformed into Fourarms. He shouted a battle cry and picked up the larger pieces of rubble and threw them with all his might at Zonoren and Feviren. Feviren just used some magic to turn the projectiles into dust while Zonoren gladly kicked the rubble back towards Ben. He punched the incoming pieces of rubble destroying them. Grace ran at Ben and struck him with the metal bar with surprising speed. He was only able to block a few of the strikes, she kept it up at a furious pace, Ben was being pushed back. Grace only stopped when Ben had grabbed a large piece of metal and twisted it around Grace keeping her from moving. He then ran at Zonoren trying to grab her but Zonoren was so small that she kept jumping away and slipping from his grasp.

"Hee hee you're funny!" Said Zonoren as she kept jumping around Ben before grabbing his leg tripping him. She then blasted him with more fireballs, her eyes were bright like a child playing a game.

"Zonoren! Stop playing with him and lets get on with taking the Omnitrix."

"But Fevi!" She said as she held two more fireballs in her hands ready to throw. "I wanna have more fun."

Feviren gave her a stern look. "Zonoren. . ."

Zonoren looked crestfallen, the fireballs extinguishing from her hands and freeing Grace from the twisted metal with a quick spell. She and Grace went to stand back with Feviren. Zonoren pouted and looked annoyed at Feviren.

"Zonoren, don't give me that look. You can fight the others when we meet them later." At that Zonoren's expression brightened and she smiled brightly. "Now Zonoren please." Zonoren smiled and cast a spell. Suddenly out of nowhere huge walls of fire surrounded them. Acting on instinct the moment Ben felt the heat of the fire he hit the Omnitrix symbol, this time turning into Heatblast.

"Now give us the Omnitrix and we won't kill her." Said Feviren and the wall of fire encircled Grace. The rubble around her bursting into flame.

Ben glared at the two of them. He put his hands forward, not as a sign of surrender but he tried to absorb the fire to extinguish it and keep it away from Grace. But nothing happened, he tried again and still nothing happened. Zonoren giggled at Ben's puzzlement.

Feviren grinned. "There is nothing that you can do Ben 10, only Zonoren can control the fire."

Ben charged in to the wall of flames, going to rescue Grace but the wall jumped up becoming taller. He ran straight into the fire but instead of being able to run through it he slammed face first. The wall stopping him like a brick wall. He shook his head and started to punch the wall of fire trying to break through.

Zonoren was now laughing, clutching her stomach. Feviren said. "You should stop doing that." And the wall of flames flared and sent Ben crashing back onto the rubble. When he got back up he saw that the flames were now circling closer around Grace. While she just stood there as if there were no flames surrounding her, the blank emptiness filled her eyes as the flames started to singe the edges of her clothes.

"Turn back into human and she will not be harmed." Said Feviren.

Ben's hard eyes that were blinded by fear, rage, and anger at his two enemies had softened as he realized what was happening. He couldn't beat them, Zonoren said that she wanted to play with him, while he fought with his all. His shoulders slumped and he pressed the Omnitrix symbol on his chest and turned back to human. He looked pitiful when his eyes were red from crying and had bags from lack of sleep.

The fire that surrounded Grace receded and cleared giving him a clear view of her. Zonoren was grinning widely while Feviren looked pleased at his compliance. "Good." He said. "Now come over so I may take the Omnitrix." Ben walked over his head bowed. His heart was heavy in his chest from how helpless he was, unable to protect Grace from the two of them. Dragging his feet he kicked up some small pieces of rubble while walking towards Feviren. His foot kicking a small object that wasn't rubble but a small coin. He didn't pay any attention as he berated himself for being so weak and helpless. He had been in this situation before and he knew that the only way that he could keep Grace safe was to give up the Omnitrix.

The small coin that he kicked flew towards the flames that still surrounded Grace. The moment the coin had made contact with the flames they disappeared in an instant and Grace was no longer surrounded by the flames. Ben noticed the change in the light and looked up seeing that Grace was no longer surrounded by fire he was shocked. So was Zonoren and Feviren, Feviren shouted at Zonoren. "Zonoren! What did you do?"

"I didn't do anything the fire disappeared by itself!" She shouted back.

"I trained you personally and you don't know what happened to the fire?"

"Yes!"

Just them before Feviren could respond there was another explosion larger than the last one which sent both Zonoren and Feviren flying from the wind of it. Ben quickly ran to Grace as she collapsed and caught her before she fell to the ground. The wind blowing the two of them across the rubble until they had reached one of the large spikes of bedrock that Zonoren had conjured, keeping them from flying off any farther. Ben hugged Grace tighter to his chest keeping his eyes shut, not wanting the force of the blast to separate them. The blast went on for a few minutes. The spikes held and when the blast had ended Ben opened his eyes he saw that the rubble had different shades of paint on them, as well as they sky had darkened, dust and ash blocking out the sun.

Ben sat up still holding Grace close to his chest. She was unconscious her eyes were closed. She seemed to be free of the spell that controlled her. The rubble shifted a few meters away from him and grandpa Max, Pablo, Gwen, and John got out. Gwen was using a spell of throw out the rubble from them.

"Gwen! Grandpa! John! Pablo!" He shouted. He had completely forgotten about them in his rage at Grace's kidnappers.

They saw him and walked over, seeing Grace unconscious in his arms.

"Where did you find Grace?" John asked glad to see his sister.

"It's a long story but could you take care of Grace? I need to see what happened at the blast site."

"Sure." Said John, nodding and taking Grace from Ben, carrying her to a better spot.

"Max we need to get some equipment from the basement. Ben you can go ahead we will catch up." Said Pablo as they walked away.

Ben started to walk towards where he felt the blast came from and activated the Omnitrix when Gwen called out to him. "Ben wait!" He turned and looked at her.

"What is it Gwen?"

She looked at him with conviction in her voice. "Im coming with you."

To her surprise Ben didn't look shocked or angry at her. For some reason he seemed older now, taller. He said in a calm voice. "You need to stay here, I don't want you to get hurt."

Gwen was surprised when Ben said that. She knew that Ben had never wanted her to get hurt but it was the first time he had really said it. She was glad for that, and something in his calm voice that made her reconsider going with him. Then after a few moments she nodded.

Ben smiled. His heart was no longer heavy in his chest now that he knew that Gwen and Grace were both safe from harm. Activating the Omnitrix he turned into XLR8 and dashed off to the center of the explosion, not knowing as to what he would find there but he could guess as to what.

Authors notes: Hello! after almost a week i am updating this story. I hope this isn't such a bad chapter. I had written a few paragraphs before my busy week, a couple during and just finished it today. And I think the week wasn't good for me since my fingers now feel weird and i cant really type my story as comfortably as before but it will come back soon enough. So i think that there might be a slight variation from the first, middle, and last parts. I have been having trouble getting my thoughts to my fingers so im not really sure bout this chapter. Anyway I haven't heard from MrBlack103, GreenNightStar, and Bree Renee for quite some time. It would be nice to hear from you guys! especially you Green and Black I need a bit of critical feedback, especially this chapter with my stupid fingers.

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	30. Fear

Disclaimer I do not own Ben 10

Chapter 29: Fear

The black cube floating in the center of the crater, shook and bulged. Sharp cracking sounds came from it. Cracks were quickly forming on its surface, then it shattered. The explosion didn't cause a bright flash of light like the one that created the crater but it was more powerful. The shock waves spread out farther then the first and completely leveled the remaining structures that were far enough to survive the first blast.

In the center of the now larger crater was a man. He wasn't very tall or looked very intimidating. At the outer most edges of the now gigantic crater were three figures. The largest of the three stood unsteadily to his feet. His black armor was dented and crushed in some places. The smallest was kneeling and panting, there were scratches all over his body and he was bleeding lightly from them. The one in purple armor was also kneeling and panting, he also had scratches over his body and he had lost some pieces of his armor from the blast.

"What, the, hell did you do Wevdin?" Said the smallest figure talking to the one in purple armor. Saying each word between pants of breath.

"I don't know Yinte, it should have sealed his power but something else happened." Said the one called Wevdin.

"Who told you of the ruins where you found the words that were supposed to seal his powers?" Asked the one in black armor.

"One of the lower ranks. He has fancies himself as a archeologist. He had been researching on the number one in the rankings for years now. When he found the old ruins that perfectly described Runok, he knew that is wasn't a coincidence. So he spent months trying to translate the ancient glyphs. So far when I confronted him he was only able to translate a small part which said "Must never be spoken or" and I assumed that they would seal his power. Qunteru"

"So you found a ancient writing that had a warning and you assumed that it would seal his powers?" Asked Qunteru.

"Yes."

"That was a stupid move."

"I blame you if we die here." Said Yinte.

Then they heard laughing. It was the same laugh that they heard back inside the cube. It filled the entire area, it had a strange aura that came with it. The laugh sent shivers of fear down their backs. They looked down to see the lone figure in the center of the crater where the cube used to be.

He had taken off his cap. The shadow that normally hid his face was gone. They could see his eyes, they weren't the look of a man who was just ready to fight. No, they were the eyes of a madman.

"I have to thank you Wevdin!" He shouted as he laughed. "I thank you for bringing me back out again! It feels good to have a turn at the body after all this time!" He looked up to the dark sky and laughed even louder. The sound of his voice resonating and echoing throughout the crater.

"What are you talking about?" Asked Wevdin.

"My turn wasn't supposed to come until the next universe is born but thanks to you I got my turn early." He grinned menacingly at the three standing at the edge of the crater. "Come at me bro."

Yinte quickly vanished and reappeared in front of Runok. He had aimed a kick at Runok that was so fast that the others couldn't see it. But Runok had caught Yinte's leg and held him in place. He roughly threw Yinte at Qunteru and disappeared in a similar manner as Yinte. He kneed Wevdin in the chin and before he could fly off from the force of it he grabbed his head and threw him down to the ground. Qunteru swung his hammer with his shadowy aura surrounding it but Runok blocked it by punching the hammer's head nullifying the force. He punched Qunteru straight in the chest, crushing the armor even further. Turning back to Wevdin he kicked him while he was still down. Yinte dashed and aimed another kick at him. Without even looking he dodged the kick and sent his own kick at Yinte. Before Yinte could be sent flying by the force he grabbed onto his tail and flailed him around smashing him to the ground.

He threw Yinte down into the crater and kicked behind himself where Qunteru was trying to sneak up on him with several of his shadowy copies. Runok's black eyes were filled with malice and joy at the destruction around him. He grabbed Qunteru's hammer and used it as leverage to keep him from moving while he pelted him with a flurry of punches. Qunteru's armor was so badly crushed and started to fall apart. Wevdin grabbed Runok's neck from behind and his index finger glowed with energy and he fired squarely in Runok's ear. The distraction was enough for Qunteru to get his hammer away from Runok's grasp and without thinking h swung his hammer like a golf club right at Runok's stomach. The burst of energy from the two of them created at small blast, raising a cloud of dust in the air.

When the dust settled Runok had blocked Qunteru's swing and elbowed Wevdin in the gut. Wevdin was now gasping for air. His six eyes were brimming with tears of pain. He coughed up a clear foul smelling liquid after he let go of Runok. He was heaving for air. Runok ignored Wevdin and grabbed onto Qunteru by his armor like he would grab a person by the shirt. The black metal of the armor crunching and screeching. The armor that used to be pristine and undamaged until Wevdin's plan had backfired was now crushed and damaged beyond repair. Runok started striking him in the face with one hand, again and again. Qunteru's hammer, still gripped tight in his hand was useless against the onslaught of blows.

* * *

><p>The rubble shifted and two figures dug themselves out. One looked like a little girl with bright pink hair. The other looked like a wolf with a shiny silver coat with horns jutting out from it's forehead.<p>

"Fevi!" The girl complained.

"Yes I know Zonoren." Said the wolf. He looked around and saw that the rubble was different that the ones that they had been before the blast. Then he looked straight in the direction of the blast. "Damn it. He is headed for them. Zonoren teleport us to the others we need to get there before Ben 10 gets there otherwise the others might snatch him away during the confusion."

"Aye aye Fevi!" Said Zonoren. She raised up her arms and a dark shadow collected around them and they disappeared.

They reappeared at the edge of the gigantic crater that was created by the blast. They saw the fight that went on between the four warriors. Three against one normally wasn't great odds but this was the exception. The fight was obviously one sided against the three as the single fighter didn't have any trouble.

"Zonoren. . ."

"I know Fevi." Said Zonoren quietly. All of the childish laughter gone from her eyes. She raised up her arms and Runok's hand was stopped before it could continue striking Qunteru. A dark shadow had engulfed it. Qunteru wasn't worse for wear, it seemed that he had only broken his nose and it was only bleeding lightly. Runok let go of Qunteru's armor and he jumped away to recover a bit. He looked at his hand, his eyes were filled with a even madder joy as he saw the two figures at the far end of the crater, his malicious grin growing wider.

"Yay, more people to fight." Said Runok his voice reverberating in the air.

Feviren growled and Zonoren narrowed he eyes. Runok simply opened his fist and the shadow that encased it had shattered like glass. Without at second thought Feviren sent red bolts of lightning to the ground with his horns, Zonoren following suit the red lightning coming from her fingertips, five golems rose from the ground. Three of them were man sized and two of them were over fifty feet tall. The man sized golems were summoned by Feviren the other two belonged to Zonoren. The three that Feviren summoned all looked the same but one was glowing and flickering from white hot fire, another had water glowing and flowing throughout the cracks of the rocks that formed its body, the last one was plain stone but it had broader shoulders and chest than the other two. The Two large golems were exactly the same as they glowed and flickered from blue water, red fire or black stone. They knew that this was something that they had to try and end quickly otherwise they might just get killed.

* * *

><p>Gwen was waiting with John and the unconscious Grace. Although Ben's words had calmed her a while ago. Her worries were starting up again. She remembered the fear in her gut when she saw Wevdin. She hoped that Ben would be safe.<p>

She suddenly felt a surge of energy up her whole body coming up from the bottoms of her feet. Something inside of her shook as she felt it. It felt like a million volts were being pumped into her from the ground. It wasn't painful but it energized her in such a weird way. Her head snapped looking in the direction Ben had gone off to. She started to get a sinking feeling in her stomach as she realized that Ben was in danger.

Gwen ran of to the direction that Ben went. She knew that the surge wasn't a coincidence. She was sure that it was magic that she felt. A almost impossible amount had been released for her to have felt it from such a far way off. She cast two quick spells. One was to summon a stone bird and another to provide some tail winds so she could get there faster. She got on top of the bird and it took off flying quickly to where Ben had gone with the tail winds that she had conjured.

* * *

><p>The two giant golems charged at Runok. The first one that reached him threw its fist at him creating another cloud of dust. A few seconds later before the dust settled a loud cracking sound could be heard and the arm of the giant golem fell apart to the elbow. Runok jumped out of the dust cloud and kicked at the damaged golem and smashed its head to pieces. The other large golem took a swipe at him but he caught one of its large fingers. Using it like a pole he swung from it landing with both feet in its face smashing it in a similar manner as the first golem. The two giant golems fell to their knees, both headless.<p>

The three smaller golems of Feviren walked slowly towards Runok, each step they took shaking the ground. Runok had dashed at them, He landed a quick punch at the water golems chest which made a large fist sized hole in it. But the golem didn't mind the damage that it received. Instead of falling the cavity in its chest had healed trapping Runok's arm. The fire golem started to choke Runok from behind its hands glowing white hot trying to burn as well as choke him. The stone golem had started to punch Runok mercilessly in the stomach, chest and face.

Runok grinned at the assault. He simply shrugged his shoulders and the force that came from the simple gesture blew back the golems and completely destroying them. The two giant golems that he had destroyed earlier had recovered and were one again whole had this time combined into one even larger golem. Their four arms and two heads making it look like something out of a nightmare. The two heads opened their mouths and a huge burst of green flames came from it catching Runok inside the inferno. As for the three other golems they had quickly recovered, the three of them walked towards the inferno that was distracting Runok.

Inside the green inferno Runok was not affected by the flames or the heat. He raised his hands ready to beat the golem when he felt a surge of pain in his head and voices yelling out. Then his vision blurred and he was no longer inside the inferno of green flame but inside a plain off white room that was filled with multiple others that looked exactly like him. There was no furniture in the room save for a single bed where someone slept. Then someone punched him. He staggered back at the punch, pain filled his face but there was no blood. When he looked up he saw that it was one of the other Runoks.

"You were not supposed to come out Runok."

"And why shouldn't I, Runok?" He sneered at the other Runok.

"If you keep this up you will be destroying the planet!" yelled the other Runok.

"So what? There will be another Earth in the next or alternate universe maybe you can just wait for your turn and protect that one."

"There are over a dozen others who were waiting for their turn patiently while you jumped up at the moment that I was incapacitated."

Runok just smiled at the other Runok and started to disappear. "Well then I guess I am just lucky." Then his vision blurred again and he was once again back in the inferno of green fire. He raised his hands and clapped them The flames were blown away and he jumped at the giant golem cutting it in half with his hand. When he reached the ground he caught the fist of Wevdin who was waiting for him to be distracted enough for him ti strike. Runok swung him by his arm and used him as a flail to break the two halves of the golem to pieces. Yinte tried to help Wevdin by kicking Runok's hand but he was also caught by Runok's other hand and was also used to keep smashing the golem. Feviren was able to use magic to get Runok to let go of Wevdin and Yinte.

Feviren's golems had now started to use magic of their respective affinity. The fire golem had created streams of white and gold fire. They had formed whips of flame which flickered and glowed with an eerie beauty. The water golem had created a sword from water coming from the ground and it crystalized not into ice but something else, it bent the light coming from the whips of the flame golem in a odd manner. The stone golem didn't have any weapons but raised its fists ready to strike Runok.

Wevdin had quickly recovered from being used as Runok's flail and so did Yinte.

Qunteru walked up to them and said. "Well looks like we got some help."

"Yeah but now that I've seen him fight. I'm not so sure if we can beat him." Said Wevdin.

"Well he isn't the number one for nothing." Said Yinte

"Yes but before he didn't seem to have this kind of strength. I don't get it back in the cube he was just playing with us but now we're his toys."

"Something is definitely off about him." Said Qunteru.

"Come one we have to take him down." Said Yinte.

Qunteru and Wevdin nodded and thought they were all battered they were able to summon up their auras and got ready to fight with their all even if the planet would be destroyed. Even Feviren and Zonoren were getting ready to join the fight themselves silently joining the other three in their goal to beat Runok.

* * *

><p>Ben had finally reached the center of the blast and could not believe what he was seeing. Runok was up against ten opponents and was beating them all. But he could sense that something was wrong. Runok looked different. It wasn't just the lack of his cap but it was something else that he couldn't identify. Then the Omnitrix had timed out leaving him in his normal form.<p>

Then he laughed. It wasn't his laugh not warm of playful but it was the laugh of a madman. That was when he finally realized that something was wrong. The laughed reverberated the air, it was similar to the roar of a lion that he saw in a zoo the year before. It filled his chest. But it didn't only stop at his chest, it shook his bones and his teeth. Fear gripped his gut. He fell on his knees to the ground. His heart was racing, it felt like it was going explode. The laugh continued and it shook his entire body. He felt fear before. When Gwen was caught by the Wildvines or when she was caught by Kevin in the Null void. He felt it when Wevdin was walking up to him after he had beat the crap out of Vilgax. But this fear was different. It was both hot and cold it gripped his stomach and chest. He legs felt weak he couldn't move them. The fear was paralyzing. He couldn't run, it was as if his body was accepting the fact that he was going to die.

Then he heard Runok talk.

"I am growing tired of this the five of you are not giving me as much entertainment as i was hoping for." His voice was the same but it's tone was different it filled Ben with even more fear, while he struck nonchalantly at the ten attackers as they tried to attack him with all their might. He didn't look like he was putting much effort into the fight at all. Even though the large mix of powerful magic and strong auras were surrounding him. The smoky red of Yinte's speed, the shadowy of Qunteru and his hammer, the oily purple of Wevdin, the light and waves of magic from Feviren, Zonoren, and their golems.

They were all striking at Runok, shooting energy or casting spells. The ground was now full of cracks and crevices so deep that they almost reached the earths core and was causing earthquakes and tidal waves in the rest of the world. They would have destroyed the Earth already of it was not for Runok taking the brunt of all their attacks not bothering to dodge them only to block, grab, counter or nullify them.

He started to proceed killing them all one by one in quick succession. Grabbing them by the neck and twisting or squeezing them until he felt a crunch or pop. The five golems that were summoned Feviren and Zonoren fell to pieces and exploded in bursts of magical energy as their masters died.

* * *

><p>Gwen was flying on the stone bird that she summoned and she quickly came to the center of the blast and where she felt the wave of magic from the far distance off. She came just in time to see Runok killing off the aliens who were after the Omnitrix and the golems explode. The force from the burst of magical energy blinded her and her stone bird was destroyed. In her panic she was only able to partially cushion her fall but she fell in a large pile of rubble and rebar.<p>

* * *

><p>As Ben watched in fear as Runok killed them one by one and after the explosion of the golems, he was still laughing at them as if they were nothing to him. Their bodies were strewn by his feet, Their necks were all crushed or snapped in odd angles. Not even little Zonoren was spared, her childish face contorted in pain, her eyes were empty. Then he looked over at Ben. His eyes weren't the dark calming black from before they reminded him of deep space where there was nothing at all it was a cold look even though they were filled with a malicious joy.<p>

Ben felt his look, actually felt it in his body as if someone had struck a nail in his head. Then the fear washed over him. It was worse than when he heard him laugh. How deeply the fear rooted inside of him he couldn't describe it. It was as if he knew that no matter what he was going to die. The fear was so strong that not even if he accepted the fact that he was going to die didn't calm him. It wasn't death that he feared, it was the man that was looking at him. Then Runok spoke.

"Well if it isn't the brat that Runok had tried to protect from these weaklings." The whites of his eyes were now glowing slightly blue with energy and the rubble and stone in the crater had caught on fire. He walked towards Ben and continued. "Oh if only I could see his face as I slowly take your life away. That would be wonderful." Then in no time at all he had reached Ben.

Ben just kneeled there. HIs arms were limp at his side. His eyes were wide with fear, his heart was now pumping even faster, so fast he could hear it ringing in his ears. He couldn't cope with the fear, his brain couldn't process the amount of fear that Runok projected towards him. He couldn't faint like with Wevdin. It was as if his whole being was replaced with fear. He couldn't move, he couldn't think.

Runok grabbed onto Ben's neck choking him slightly and slowly lifted him off the ground. He looked straight at Ben's green eyes with his slightly glowing black eyes. Relishing in the fear that he could sense and see in the young teen's eyes.

Then he slowly squeezed.

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	31. Luck

Disclaimer I do not own Ben 10

Chapter 30: Luck

Gwen woke up. She was in pain, her whole body ached and she was bleeding. She slowly opened her eyes and a familiar scene was unfolding in front of her.

The entire area was covered in flames. The sky was dark from dust and smoke. She was laying on a pile of rubble and rebar. She looked down to see that her leg was stabbed by a piece of rebar. She could feel that she had a few broken ribs and her other leg that wasn't stabbed by rebar was set at and odd angle. Then her vision blurred both from pain and as blood had flowed into her eye making it difficult to see.

'No no no no. . .' She said in her head. 'Please no, please don't'

Her hair matted to her face from the blood making it even harder to see. Then a light gust of wind cleared the smoke somewhat and she saw a figure. With eyes that glowed and eerie blue.

'No no no no no no-' She said even faster in her head. 'Please, please no.'

Then the wind gusted again revealing another figure being held up by the first. But it was not in a supportive manner. The first figure was holding him up by the neck.

'Nononononono!' Gwen screamed in her mind as she knew who that person being held up was.

Then she could see the figure being held up clear as day. It was Ben, though unlike in her dream where he was battered and beaten he looked somewhat fine. But there was one thing that was just like her dream. Ben wasn't moving, he wasn't even breathing.

Fear gripped her insides as she saw Ben. Unmoving and seemingly lifeless. She couldn't even see his face. His arms and legs were dangling limply. She wanted to scream out, to get up to save Ben. But seeing the figure now in real life and not in a dream, her voice had left her. She couldn't do anything. All she could do was stare at the scene in front of her.

You know the dreams where they just happen and you cannot control what happens in it? Well for Gwen this was worse. She has had nightmares like that where she could do nothing but watch as her loved ones get killed, but this was no nightmare it was the real world.

She couldn't make a sound, her vision was getting blurred from loss of blood. All she could to was watch.

And before she passed out she asked herself. 'Why didn't i tell him?'

Then blackness.

* * *

><p>Runok was holding onto Ben's neck. The flames were surrounding him, it looked as if he belonged there. It was as if he was the materialized form of the wrath of God to all sinners. But he was more than that, he was also a being of malice and joy at the pain of others. He grinned widely as he slowly squeezed the young teen's neck.<p>

Then his hand went numb. He was surprised then the numbness went from his hand then to his arm and it continued all the way to his whole body. Runok was surprised at this as he didn't know what it meant. Then he dropped Ben and his vision blurred.

He was back inside the off white room and for some reason Ben was there. It looked exactly the same as before except that all the other Runoks weren't standing or sitting on the floor. The bed was gone too and in its place was a large wooden chair that was plainly carved. All the other Runoks were kneeling their heads bowed low to the figure sitting in the chair. He looked like all the rest save for his eyes. They were constantly shifting like smoke from color to color and all shades in between, instead of the black eyes of the others. He wore a simple off while long sleeve shirt and pants, he was also barefoot.

"I have been told some very troubling news" Said the Runok sitting on the chair. "That you have cut ahead of the others even though your turn is many eons from now. Is this true?" His voice didn't reverberate like Runok's when he laughed his madman's laugh. It was a kind soft voice that betrayed the power hidden within.

Runok quickly bowed low and didn't answer. The were all ignoring the unconscious open eyed Ben.

"Runok." Said the Runok sitting in the chair. Then the Runok that was kneeling closest to him stood. his head still bowed low. "Is it true that when you were incapacitated he jumped and took over?"

His head still bowed low not meeting the sitting Runok's eyes he said "Yes he did." Then he went back down to kneel.

The seated Runok looked over at the others and asked them "Is it true?" They all nodded, not muttering a word. "Runok, do you deny these accusations?"

The Runok in the far back didn't respond.

"I have been asleep for one million eons since I had been last awakened. I had finally thought that you lot had made order among yourselves but I guess there will come a time where I have to step in." He looked at all of the other Runoks a fond look in his eyes. "I have seen all of your lives as each of you took your turns and each of you have done many things. It makes me laugh sometimes as I see your memories." His eyes were a bright yellow at that point. "I actually thought at one point I may be able to sleep for all eternity. All of you are still too young I suspect." Then he looked over at the Runok who in the far back. "Runok your turn shall be skipped for the next twenty cycles."

Runok didn't respond.

"This is my final decision." Said the seated Runok.

"If I may. . ." Asked the Runok who was kneeling closest to the chair. The seated Runok gave him a questioning look. "Could you fix the damage that had been caused by Runok?"

The seated Runok smiled and said "I suppose, I guess I need to stretch out once in a while."

Then the off white room was gone and the crater, flames and rubble appeared. Runok's eyes were no longer black, they were now shifting from all colors and shades. He looked over the scene. He saw the dead strewn across the area. He looked down at his feet and saw that Ben was on his knees. His eyes were open and filled with fear, his neck had the mark of Runok's hand on it. Runok touched Ben's forehead with a finger and Ben collapsed. His neck was healed and his mind too was healed from it's state of shock.

He then looked over to where Gwen was and walked over to her. He slowly lifted her from the rubble, freeing her stabbed leg. He also tapped her forehead with his finger and she too was healed. He carried her over to where Ben was and lay her beside him.

He then clapped his hands and a bright white light came from the point where his hands met. the crater disappeared the rubble had been reformed into buildings the people who had been killed by the collateral damage had been revived. The cracks in on Earth were mended and the seas were calmed. And for good measure he had made the whole world sleep to make sure that everything was right. No one got hurt when they slept, no one was driving or having surgery for if they had they had been stopped and the one being operated on was healed. He didn't over look a single detail and when everything was done he snapped his fingers and Ben and Gwen were sent back to Pablo's house. And the aliens that Runok had killed, they were revived and sent back home.

Though Runok had not done something like that in eons it was still a simple fix. And though his long life had made him indifferent to the goings on of everything he had found Ben to be a interesting person.

Then he was back sitting on his wooden chair all the other Runoks were still kneeling.

"It is done." Then he stood up and the chair disappeared the bed once again in place. He lifted the covers and lay down on the bed and he slowly fell asleep once again. The Runok closest to the bed smiled and disappeared. All the other Runoks stood up and others sat down on the floor quietly talking, when suddenly the Runok in the bed said one last thing. "And also try to make me up gently next time." Then he went back to sleep.

The Runok in the far back was frowning. then he sat on the floor with his back to a wall and waited for his turn to come up next time.

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	32. Epilogue

Disclaimer I do not own Ben 10

Epilogue

Gwen slowly opened her eyes. She was looking up at a familiar ceiling and saw that she was back in the guest room in Pablo's house.

'Was it all just a dream? No the pain was real enough but how did I get here?' She thought

She slowly got up from the bed and looked to see that Ben was asleep beside her. He eyes filled with joy and tears when she saw that he was alive. Not caring that he was still asleep she hugged Ben digging her face on his chest. Ben woke with a start.

"Gwen?"

She kept digging her face in his chest. Her eyes were flowing with tears. "Ben you're not dead."

Then Ben's thoughts flashed as he remembered that he was being lifted into the air by Runok and was slowly suffocating to death. Then he hugged her back "I thought i was dead too."

"Ben don't ever leave me like that again." She said hugging him tighter.

"I won't Gwen, I promise."

"I love you Ben. . ." Her voice was muffled slightly

"I love you too Gwen." He responded.

"No, Ben not in a family way. I really love you, more than family, more than a cousin." She confessed. " So please don't ever leave me like that."

"I feel the same way Gwen. . ." He said gently.

Gwen looked up at him her eyes were filled with joy. "You do?"

"Yes Gwen."

Then they closed their eyes and slowly pressed their lips together. It was not a deep kiss of passion or a simple peck on the lips. This was a simple kiss, one that represented their innocent love. They soon separated for breath and were panting slightly their hearts fluttering from the kiss. Then Gwen's face grew concerned.

"How should be tell grandpa Max? Our parents?

"We'll tell them when we're ready." Said Ben calmly.

And the thing that had always been there was now realized by both cousins.

* * *

><p>The two cousins found out that all the damage from the fights had been repaired and that everything was in order.<p>

They found that everyone else was in their beds and were sleeping soundly, save for John who was already awake downstairs and drinking some coffee.

Ben and Gwen acted like there was nothing between them as they talked with John about what might have happened. They found out that while he was taking care of Grace there was a bright flash of white light and he woke up in his room same as them.

Although Gwen didn't notice it Ben saw that there was a smile in John's eyes that indicated that he knew what happened upstairs. Ben smiled at him.

Everyone else except Grace woke up and asked Ben and Gwen what had happened. But they were just as in the dark as they were. As far as Ben knew he was being strangled to death before he blacked out. Gwen also said that it was what she saw as well before passing out. They were wondering how were their wounds healed and who had done it. Ben in particular. Although he wasn't as worried about the physical he wondered as to why he wasn't crazy. He could remember the way he felt when Runok had laughed, paralyzing him in fear. Why he wasn't a shaking wreck from such a traumatic experience.

Their discussions were cut off suddenly when they heard the doorbell ring. John quickly ran to the gate and brought someone in. It was Runok. He wasn't wearing his cap and he looked back to normal. Ben didn't feel the surge of fear as he did back at the crater. He thought that he needed to make sure.

He asked Runok about what happened. Runok explained everything that had happened after Ben was "rescued" by Gwen, Grace, and John.

After Runok's explanation they all found out what had happened. They were all shocked when he said that he had tried to kill Ben it was one of the other Runoks that tried to kill him. After he had explained in a bit more detail the calmed down and continued to listen.

Then Ben introduced Runok to everyone else and now that they knew what had happened they were glad that Runok had been helping Ben.

* * *

><p>The rest of the day was relaxing after all the drama in the past couple of days. John had cooked a huge meal for all of them and they invited Runok to join them. Ben asked Runok to tell some stories of his life and he began to tell them of his adventures and of entire planets he had saved. He was starting to tell them of a planet which he saved from a warlord before Pablo stopped him and asked him questions. As it turned out Runok was the one who had saved the hundreds of Planets from threats and saved them from slavery or extinction.<p>

They talked and ate the day away enjoying the stories that Runok had told them.

When Runok left it was already dark and they all decided to get to bed as they were all sleepy from the food that they ate.

* * *

><p>Ben couldn't sleep that night. He was thinking about what Runok had said. Runok had more personalities that the ones that he surfaces. The one that was about to kill him. He marveled at how lucky he was to be saved by Runok in the nick of time.<p>

Gwen had cuddled up next to him. She rested her head on his chest and mumbled quietly in her sleep. Her face was smiling. Ben gently removed her from his chest trying not to wake her up. He got out of the bed and walked out to the bench in the house's backyard. He sat down on it and watched the stars. Their slow dance in the sky helped him relax slightly. Then he felt a hand on his shoulder, he jumped slightly then he saw Grace.

"Couldn't sleep?" She asked.

"Yeah I have a lot on my mind."

"Mind if I sit with you?"

"Sure."

She sat on the bench, sitting close to him to avoid the evening chill. The two of them sat in silence and watched the stars until Grace spoke up.

"Jack-jack told me how you reacted when you found out I was kidnapped." She said looking down.

Ben looked at her. "He did?"

"Yeah, I'm glad that you care so much about me." Then she blushed slightly but in the dim light Ben didn't notice. They sat quietly for while when Grace spoke up again. "You know it was horrible."

"What was?"

"When those two were controlling me.I couldn't control my own body but I could see and hear what was happening." She looked away from Ben. "I was so scared when the fire was around me i thought that I was going to die."

Ben gently grabbed onto her shoulders and turned her to face him. "You know I wouldn't let you die Grace." he said with pure honesty. "I was ready to give up the Omnitrix to keep you safe."

She smiled at him. and leaned onto Ben, her head resting on his chest, her long hair falling to one side like a curtain. Ben didn't seem to mind.

"Ben. . ." Grace said tentatively.

"Yeah?" He asked but he could guess what she was going to say.

"I really like you. I mean Really like you." She said emphasizing the word.

"I know." He said.

Grace thought that he misunderstood her. "No I mean." She looked up and into his eyes. "What I'm trying to say Ben is that I love you."

He leaned close to her and whispered in her ear. "I know, and I love you too."

Grace leaned away from him so she could see his face. Then she slowly leaned forward and closed her eyes and kissed Ben.

As with Gwen it was a simple kiss and the spark between them had rekindled into a flame.

* * *

><p>Ben was not toying with the two girls. He was young, and he loved both of them so much that he can't choose one over the other. He had heeded John's warning and will do his best to not break either one's heart. But that is a dangerous game he was getting himself in. He will be treading on eggshells from now on.<p>

The End

Authors Notes: Well isn't this something. The end to my first story. It has been about two months since I've started this story and I can't believe how far it has gotten(I finally found the traffic stats). It truly amazes me as to how many people read my story. It really feels weird finishing a story and I'm not sure how i was able to wrap this up. So to end this story I have updated the last two chapters together as a celebration to the end of my first story.

I spent almost and hour trying to find a way to make the epilogue better but couldn't, ah well. . .

I would like to thank all my reviewers who have supported me in writing my story and helping me improve. This really was a great experience for me.

ps If any of you are Animorphs fans then keep an eye out for my next story over there. It will be a surprise!

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